Indemnification by Alkermes Sample Clauses
The "Indemnification by Alkermes" clause requires Alkermes to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means Alkermes will cover costs such as legal fees or settlements if the other party faces claims due to actions or omissions by Alkermes, such as breaches of contract or intellectual property infringement. The core function of this clause is to allocate risk and provide assurance to the other party that they will not bear financial responsibility for specific issues caused by Alkermes.
Indemnification by Alkermes. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Distribution Effective Time, Alkermes shall and shall cause the other members of the Alkermes Group to indemnify, hold harmless and defend the Mural Indemnitees from and against any and all Indemnifiable Losses of the Mural Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Alkermes Retained Liabilities, including the failure of any member of the Alkermes Group or any other Person to pay, perform or otherwise discharge any Alkermes Retained Liability in accordance with its respective terms, whether arising prior to, on or after the Distribution Effective Time, or (b) any breach by Alkermes of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder (each, a “Mural Claim”).
Indemnification by Alkermes. Alkermes hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Corregidor and its officers, directors, agents and employees (collectively, the “Corregidor Indemnitees”) from and against any and all Losses arising out of (i) any of Alkermes’ representations and warranties set forth in Section 6.1 of this Agreement being untrue in any material respect on the Effective Date; (ii) the failure to perform, in any material respect, any covenant or agreement of Alkermes set forth in this Agreement; (iii) the Retained Liabilities or (iv) the research, development, making, having made, using, or importing of Licensed Products by, on behalf of, or under the authority of Alkermes prior to the Effective Date. Third-Party claims, suits, actions or demands subject to indemnification and hold harmless obligations hereunder shall not include any claims, suits, actions or demands asserted by any agent of Alkermes.
Indemnification by Alkermes. Alkermes will indemnify and hold harmless Genentech and its directors, officers, employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including court costs, reasonable attorneys' fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from (a) any act or omission, proven or alleged, of Alkermes in its performance of this Agreement, except to the extent that any of the foregoing arises out of or results from the gross negligence or willful misconduct of Genentech, and (b) any proven or alleged claim of patent infringement, violation of intellectual property rights or unfair competition relating to any equipment, method, process or design used by Alkermes in its performance of this Agreement (other than patent rights or other intellectual property rights owned or controlled by Genentech).
Indemnification by Alkermes. (a) Subject to Section 9.5(b) hereof, from and after the Closing Date, Alkermes shall indemnify and hold harmless Elan and the Continuing Affiliates and their respective officers, directors and Affiliates (collectively, the “Elan Indemnified Parties”) from and against any and all Covered Losses suffered by such Elan Indemnified Parties resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties of Alkermes in this Agreement and the Ancillary Agreements, in each case, when made, and, except for representations and warranties that speak of a specific date or time (which need only be true and correct as of such date and time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by Alkermes herein or, solely in respect of covenants or agreements to be performed after the Closing, by New Alkermes, the Surviving Corporation, the New Alkermes Group Entities or Alkermes in this Agreement or in the Ancillary Agreements, (iii) any Liability of any of New Alkermes, the Surviving Corporation or the New Alkermes Group Entities or arising from or related to the Business Assets, other than any Liability for which the Elan Indemnified Parties have indemnified the Alkermes Indemnified Parties pursuant to Section 9.2, or Intellectual Property Rights transferred to a New Alkermes Group Entity pursuant to the IP Transfer Agreement; (iv) any action taken by Elan or its Subsidiaries pursuant to Section 5.3(h) and (v) (A) the employment of any employee or consultant by New Alkermes or its Subsidiaries in respect of the Business after the Effective Time, including (x) any benefit in the nature of severance pay arising after the consummation of the transactions contemplated by this Agreement, (y) with respect to any employee or consultant whose employment or consulting service is transferred (or who claims that his or her employment or consulting services is transferred) pursuant to the Transfer Regulations, arising out of any failure by Alkermes or any of its Subsidiaries to comply with obligations under the Transfer Regulations from and after the Effective Time, including all costs, to include remuneration costs, incurred as a result of Elan being compelled to provide severance or to re-employ any such person or (z) any claim to pension or death benefits in respect of services after the Effective Time, or (B) any action or omission of Alkermes or any of its Subsidiaries with respect...
Indemnification by Alkermes. Alkermes hereby agrees to indemnify and hold harmless Amylin and its Affiliates, and each of their respective agents, employees, officers and directors (the “Amylin Indemnitees”), from and against any and all Losses resulting directly from (i) any material breach of this Agreement by Alkermes or (ii) the Manufacture of the Polymer Product by Alkermes, in each case except to the extent such Losses result from the material breach of this Agreement by Amylin or Amylin Parent, or except to the extent such Losses are attributable to the gross negligence or willful misconduct of any Amylin Indemnitee. Third Person claims, suits, actions or demands subject to indemnification and hold harmless obligations hereunder will not include any claims, suits, actions or demands asserted by any agent, sublicensee or Affiliate of Amylin, including its Collaboration Partner.