By ViroPharma. ViroPharma shall indemnify and hold harmless Halozyme, and its directors, officers, employees and agents, from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), resulting from any claims, demands, actions or other proceedings by any third party to the extent resulting from (a) the breach of any representation, warranty or covenant by ViroPharma under this Agreement; (b) the use by ViroPharma, its sublicensees or their respective Affiliates of the Licensed IP Rights beyond the scope of the licenses granted herein; (c) the manufacture, use, sale, handling or storage of Products by ViroPharma, its sublicensees or their respective Affiliates, customers or end-users; or (d) the use by ViroPharma, its sublicensees or their respective Affiliates of the Confidential Information of Halozyme.
By ViroPharma. Subject to Section 3(c) of this Settlement Agreement, ViroPharma, for itself and anyone claiming by, through or under ViroPharma, hereby knowingly and voluntarily releases and forever discharges PCAS and its affiliates, and their past and present shareholders, partners, directors, officers, employees, agents and attorneys of any of the foregoing, and the predecessors, successors, assigns, heirs and personal representatives of any of the foregoing, and all insurers of any of the foregoing (collectively with PCAS, the “PCAS Parties”) of and from any and all claims, duties, obligations, liabilities, debts, demands, expenses, costs, actions, and causes of action, whether at law or in equity, known or unknown, accrued or unaccrued, matured or unmatured, individually or derivatively, that ViroPharma or anyone claiming by, through or under ViroPharma ever had, has, or may have under the Manufacturing Agreement, any Firm Order, or invoice as of the date of this Settlement Agreement. For the sake of clarity, the Parties acknowledge that PCAS shall be under no obligation to manufacture the remaining quantity of API (1800 kilos) to be manufactured and delivered under Order No. M000010.
By ViroPharma. ViroPharma hereby represents and warrants to PCAS as follows:
By ViroPharma. Subject to Section 3(c) of this Settlement Agreement, ViroPharma, for itself and anyone claiming by, through or under ViroPharma, including, without limitation, VCO, hereby knowingly and voluntarily releases and forever discharges Aventis and its Affiliates, and their past and present shareholders, partners, directors, officers, employees, agents and attorneys of any of the foregoing, and the predecessors, successors, assigns, heirs and personal representatives of any of the foregoing, and all insurers of any of the foregoing (collectively with Aventis, the "Aventis Parties") of and from any and all claims, duties, obligations, liabilities, debts, demands, expenses, costs, actions, and causes of action, whether at law or in equity, known or unknown, accrued or unaccrued, matured or unmatured, individually or derivatively, that ViroPharma or anyone claiming by, through or under ViroPharma had, may have, or now have under, or that might subsequently accrue or arise out of, or concern, either or both of the Copromotion Agreement and the Stock Purchase Agreement.
By ViroPharma. ViroPharma shall at all times during the term of this Agreement and thereafter, defend, indemnify and hold Xx. Xxxxxxx, his successors, heirs and assigns (“Indemnitees”), harmless from and against any and all losses, costs, claims, damages, liabilities and expenses (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”), including Liabilities resulting from a claim, suit, or proceeding (“Claim”) made or brought by a Third Party against an Indemnitee arising out of (a) the death or injury to any person or persons or out of any damage to property; (b) resulting from the development, manufacture, use, sale, lease, consumption, advertisement, storage or handling of Products by ViroPharma, its Affiliates or sublicensees, or their representatives, agents or subcontractors under this Agreement, or (c) any actual or alleged violation of law resulting therefrom; provided however, that no indemnification shall be payable by ViroPharma to the extent that the Liabilities result from Xx. Xxxxxxx’x breach of any representation, warranty or covenant set forth in Sections 8.1 and 8.3.
By ViroPharma. ViroPharma hereby represents and warrants to Sanquin that (a) it is a private limited liability company duly organized and existing under the laws of Belgium; (b) it has the requisite authority to enter into this Agreement and to perform its obligations hereunder; (c) it has obtained all necessary corporate approvals to enter into this Agreement; (d) this Agreement is a legal, valid and binding agreement of ViroPharma, enforceable against ViroPharma in accordance with its terms, subject to applicable limitations on such enforcement based on bankruptcy laws and other debtors’ rights; (e) it is not aware of any contractual or other restriction, limitation or condition which might affect adversely its ability to perform hereunder; and (f) it is in material compliance with all laws and regulations applicable to conduct of its business.
