BY CUBIST. Cubist shall (a) prepare (or have prepared) all records reasonably necessary to support and shall verify compliance of API and Filled Products with applicable Specifications and with all applicable laws, regulations and quality assurance manufacturing documentation, including applicable standard operating procedures, validation records and batch production records, and (b) maintain all such records for a period of not less than three (3) years from the expiration date of each Lot to which such records pertain or such longer period as may be required under Applicable Laws. (b) BY CHIRON. Chiron shall prepare all records required by all applicable laws and regulations to be prepared and maintained by it relating to the distribution, sale and marketing of Finished Products in the Territory, and shall prepare all records reasonably necessary to support and shall verify its compliance with Specifications for Finished Product packaging. Chiron shall maintain all such records for a period of not less than five (5) years from the respective dates they were created or such longer period as may be required under Applicable Laws. * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION 19 <Page> 6.3.
BY CUBIST. CUBIST shall indemnify and hold AMRI and its directors, officers, employees, shareholders and agents, harmless from and against any and all Third Party claims, suits or demands for liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) directly arising out of or directly resulting from the development, manufacture, use, distribution or sale of any CUBIST Product by CUBIST, its Affiliates, distributors, co-marketers or Sublicensees or any person or entity that prepares or manufactures CUBIST Product or AMRI Derivatives or CUBIST Derivatives for or on behalf of any, of the foregoing or any person or entity who receives or obtains (directly or indirectly) CUBIST Product or AMRI Derivatives from any of the foregoing, except those losses which arise out of the gross negligence or intentional misconduct of AMRI.
BY CUBIST. CUBIST shall indemnify and hold AMRI and its directors, officers, employees, shareholders and agents, harmless from and * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION against any and all Third Party claims, suits or demands for liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) directly arising out of or directly resulting from the development, manufacture, use, distribution or sale of any CUBIST Product by CUBIST, its Affiliates, distributors, co-marketers or Sublicensees or any person or entity that prepares or manufactures CUBIST Product or AMRI Derivatives or CUBIST Derivatives for or on behalf of any, of the foregoing or any person or entity who receives or obtains (directly or indirectly) CUBIST Product or AMRI Derivatives from any of the foregoing, except those losses which arise out of the gross negligence or intentional misconduct of AMRI.
BY CUBIST. Along with each report described in subparagraph (c) above delivered by Cubist to Dyax, Cubist shall pay Dyax []*.
BY CUBIST. Cubist will defend, indemnify and hold harmless Dyax, its Related Parties and their respective directors, officers, employees and agents (the “Dyax Indemnified Parties”) from and against all claims, demands, liabilities, damages, penalties, fines, costs and expenses, including reasonable attorneys’ and expert fees and costs, and costs or amounts paid to settle (collectively, “Losses”), arising from or occurring as a result of a Third Party’s claim (including any Third Party product liability or infringement claim), action, suit, judgment or settlement to the extent such Losses (other than any Losses with respect to which Dyax is required to indemnify the Cubist Indemnified Parties pursuant to Section 11.9(b)) are due to or based upon:
BY CUBIST. Cubist shall (a) prepare (or have prepared) all records reasonably necessary to support and shall verify compliance of API and Filled Products with applicable Specifications and with all applicable laws, regulations and quality assurance manufacturing documentation, including applicable standard operating procedures, validation records and batch production records, and (b) maintain all such records for a period of not less than three (3) years from the expiration date of each Lot to which such records pertain or such longer period as may be required under Applicable Laws.
