Common use of General Indemnification by Alnylam Clause in Contracts

General Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend Cubist, its Affiliates and their respective directors, officers, employees and agents (the “Cubist Indemnitees”) from and against any and all Losses arising out of or resulting from, directly or indirectly, (i) any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this Agreement, or any breach or violation of any covenant or agreement of Alnylam in or pursuant to this Agreement, (ii) the negligence or willful misconduct by or of Alnylam, its Affiliates and their respective Sublicensees, and their respective directors, officers, employees and agents in the performance of Alnylam’s obligations under this Agreement or (iii) the Development, Manufacture, Commercialization, or use of Licensed Products outside the Field or for Asia by Alnylam or any of its Related Parties. Alnylam shall have no obligation to indemnify the Cubist Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist in this Agreement, or any breach or violation of any covenant or agreement of Cubist in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Cubist Indemnitees.

General Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend CubistMedCo, its Affiliates Related Parties and their respective directors, officers, employees and agents (the “Cubist MedCo Indemnitees”) from and against any and all Losses arising to the extent such Losses arise out of or resulting result from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this Agreement, the Transaction Agreements or any breach or violation of any covenant or agreement of Alnylam in or pursuant to this Agreementthe Transaction Agreements, (iib) the negligence or willful misconduct by or of Alnylam, Alnylam and its Affiliates and their respective SublicenseesRelated Parties, and their respective directors, officers, employees and agents agents, in the performance of Alnylam’s 's obligations under this Agreement or the Transaction Agreements, (iiic) the Development, Manufacture, Commercialization, Manufacture or use Commercialization of Licensed Products outside the Field or for Asia by Alnylam or any its Related Parties pursuant to the Initial Development Plan, the Development Supply Agreement or Section 12.3, or (d) the exercise by Alnylam or its Related Parties of its Related Partiesrights in Section 6.2.2. Alnylam shall have no obligation to indemnify the Cubist MedCo Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist MedCo in this Agreementthe Transaction Agreements, or any breach or violation of any covenant or agreement of Cubist MedCo in or pursuant to this Agreementthe Transaction Agreements, or the negligence or willful misconduct by or of any of the Cubist MedCo Indemnitees.

General Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend CubistMedCo, its Affiliates Related Parties and their respective directors, officers, employees and agents (the “Cubist MedCo Indemnitees”) from and against any and all Losses arising to the extent such Losses arise out of or resulting result from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this Agreement, the Transaction Agreements or any breach or violation of any covenant or agreement of Alnylam in or pursuant to this Agreementthe Transaction Agreements, (iib) the negligence or willful misconduct by or of Alnylam, Alnylam and its Affiliates and their respective SublicenseesRelated Parties, and their respective directors, officers, employees and agents agents, in the performance of Alnylam’s obligations under this Agreement or the Transaction Agreements, (iiic) the Development, Manufacture, Commercialization, Manufacture or use Commercialization of Licensed Products outside the Field or for Asia by Alnylam or any its Related Parties pursuant to the Initial Development Plan, the Development Supply Agreement or Section 12.3, or (d) the exercise by Alnylam or its Related Parties of its Related Partiesrights in Section 6.2.2. Alnylam shall have no obligation to indemnify the Cubist MedCo Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist MedCo in this Agreementthe Transaction Agreements, or any breach or violation of any covenant or agreement of Cubist MedCo in or pursuant to this Agreementthe Transaction Agreements, or the negligence or willful misconduct by or of any of the Cubist MedCo Indemnitees.

General Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend CubistKyowa Hakko, its Affiliates and their respective directors, officers, employees and agents (the “Cubist Kyowa Hakko Indemnitees”) from and against any and all Losses arising out of or resulting from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this Agreement, or any breach or violation of any covenant or agreement of Alnylam in or pursuant to this Agreement, or (iib) the negligence or willful misconduct by or of Alnylam, its Affiliates and their respective Sublicensees, and their respective directors, officers, employees and agents in the performance of Alnylam’s obligations under this Agreement or (iii) the Development, Manufacture, Commercialization, or use of Licensed Products outside the Field or for Asia by Alnylam or any of its Related PartiesAgreement. Alnylam shall have no obligation to indemnify the Cubist Kyowa Hakko Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist Kyowa Hakko in this Agreement, or any breach or violation of any covenant or agreement of Cubist Kyowa Hakko in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Cubist Kyowa Hakko Indemnitees.

General Indemnification by Alnylam. Alnylam ALNYLAM shall indemnify, hold harmless, and defend CubistMERCK, its Affiliates and their respective directors, officers, employees and agents (the “Cubist Indemnitees”"MERCK INDEMNITEES") from and against any and all Losses arising out of or resulting from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam ALNYLAM in this Agreement, or any breach or violation of any covenant or agreement of Alnylam ALNYLAM in or pursuant to this Agreement, or (iib) the negligence or willful misconduct by or of AlnylamALNYLAM, its Affiliates and their respective Sublicensees, and their respective directors, officers, employees and agents agents. This indemnification excludes Losses arising out of Third Party Infringement Claims resulting from ALNYLAM's exercise in accordance with the performance terms of Alnylam’s obligations under this Agreement or (iii) the Developmentof any intellectual property rights granted by MERCK hereunder. Furthermore, Manufacture, Commercialization, or use of Licensed Products outside the Field or for Asia by Alnylam or any of its Related Parties. Alnylam ALNYLAM shall have no obligation to indemnify the Cubist MERCK Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist MERCK in this Agreement, or any breach or violation of any covenant or agreement of Cubist MERCK in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Cubist MERCK Indemnitees.

General Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend CubistGenzyme, its Affiliates Related Parties and their respective directors, officers, employees and agents (the “Cubist Genzyme Indemnitees”) from and against any and all Losses arising out of or resulting from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this the Collaboration Agreement, or any breach or violation of any covenant or agreement of Alnylam in or pursuant to this in the performance of the Collaboration Agreement, (iib) the negligence or willful misconduct by or of Alnylam, Alnylam and its Affiliates and their respective SublicenseesRelated Parties, and their respective directors, officers, employees and agents in the performance of Alnylam’s obligations under this the Collaboration Agreement or (iiic) any infringement (including induced infringement) of any of the Patent Rights identified on Schedule 10.2 (Identified Patent Rights) arising from the Development, Manufacture, Commercialization, Manufacture or use Commercialization of Licensed Products outside the Field a Collaboration Product by Genzyme or for Asia by Alnylam or any of its Related PartiesAffiliates. Alnylam shall have no obligation to indemnify the Cubist Genzyme Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist Genzyme in this the Collaboration Agreement, or any breach or violation of any covenant or agreement of Cubist Genzyme in or pursuant to this in the performance of the Collaboration Agreement, or the negligence or willful misconduct by or of any of the Cubist Genzyme Indemnitees, or matters for which Genzyme is obligated to indemnify Alnylam under Section 10.1 (General Indemnification by Genzyme) or 10.3 (Product Liability).

General Indemnification by Alnylam. Alnylam ALNYLAM shall indemnify, hold harmless, and defend CubistMERCK, its Affiliates and their respective directors, officers, employees and agents (the “Cubist "MERCK Indemnitees”") from and against any and all Losses arising out of or resulting from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam ALNYLAM in this Agreement, or any breach or violation of any covenant or agreement of Alnylam ALNYLAM in or pursuant to this Agreement, or (iib) the negligence or willful misconduct by or of AlnylamALNYLAM, its Affiliates and their respective Sublicensees, and their respective directors, officers, employees and agents agents. This indemnification excludes Losses arising out of Third Party Infringement Claims resulting from ALNYLAM's exercise in accordance with the performance terms of Alnylam’s obligations under this Agreement or (iii) the Developmentof any intellectual property rights granted by MERCK hereunder. Furthermore, Manufacture, Commercialization, or use of Licensed Products outside the Field or for Asia by Alnylam or any of its Related Parties. Alnylam ALNYLAM shall have no obligation to indemnify the Cubist MERCK Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist MERCK in this Agreement, or any breach or violation of any covenant or agreement of Cubist MERCK in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Cubist MERCK Indemnitees.

General Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend CubistGenzyme, its Affiliates Related Parties and their respective directors, officers, employees and agents (the “Cubist Genzyme Indemnitees”) from and against any and all Losses arising out of or resulting from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this Agreement, or any breach or violation of any covenant or agreement of Alnylam in or pursuant to in the performance of this Agreement, Agreement or (iib) the negligence or willful misconduct by or of Alnylam, Alnylam and its Affiliates and their respective SublicenseesRelated Parties, and their respective directors, officers, employees and agents in the performance of Alnylam’s obligations under this Agreement or (iii) the Development, Manufacture, Commercialization, or use of Licensed Products outside the Field or for Asia by Alnylam or any of its Related PartiesAgreement. Alnylam shall have no obligation to indemnify the Cubist Genzyme Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist Genzyme in this Agreement, or any breach or violation of any covenant or agreement of Cubist Genzyme in or pursuant to in the performance of this Agreement, or the negligence or willful misconduct by or of any of the Cubist Genzyme Indemnitees, or matters for which Genzyme is obligated to indemnify Alnylam under Section 11.1 (General Indemnification by Genzyme).

General Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend CubistGenzyme, its Affiliates Related Parties and their respective directors, officers, employees and agents (the “Cubist Genzyme Indemnitees”) from and against any and all Losses arising out of or resulting from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this Agreement, or any breach or violation of any covenant or agreement of Alnylam in or pursuant to in the performance of this Agreement, or (iib) the negligence or willful misconduct by or of Alnylam, Alnylam and its Affiliates and their respective SublicenseesRelated Parties, and their respective directors, officers, employees and agents in the performance of Alnylam’s obligations under this Agreement or (iii) the Development, Manufacture, Commercialization, or use of Licensed Products outside the Field or for Asia by Alnylam or any of its Related PartiesAgreement. Alnylam shall have no obligation to indemnify the Cubist Genzyme Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Cubist Genzyme in this Agreement, or any breach or violation of any covenant or agreement of Cubist Genzyme in or pursuant to in the performance of this Agreement, or the negligence or willful misconduct by or of any of the Cubist Genzyme Indemnitees, or matters for which Genzyme is obligated to indemnify Alnylam under Section 11.1 or 11.3.