Indemnification by Allergan Sample Clauses

Indemnification by Allergan. Allergan shall defend, indemnify, and hold Molecular Partners and its Affiliates and their respective officers, directors, employees, and agents (the “Molecular Partners Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products by or on behalf of Allergan or its Affiliates or Sublicensees, including Claims based upon product liability and patent infringement (excluding any amounts for which Molecular Partners is responsible under Section 9.7 with respect to Claims relating to Subject Patents), or (b) the breach of any of Allergan’s obligations under this Agreement, including Allergan’s representations, warranties, and covenants set forth herein, or (c) the willful misconduct or negligent acts of Allergan, its Affiliates, or its Sublicensees or the officers, directors, employees, or agents of Allergan, its Affiliates or its Sublicensees. The foregoing indemnity obligation shall not apply to the extent that (i) the Molecular Partners Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Allergan’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.1(a) or 11.1(b) for which Molecular Partners is obligated to indemnify the Allergan Indemnitees under Section 11.1.

Indemnification by Allergan. Allergan shall indemnify, hold harmless, and defend Licensee, its Affiliates, and their respective directors, officers, employees and agents ("Licensee Indemnitees") from and against any and all Damages brought or claimed by or on behalf of any Third Party (other than a Licensee Indemnitee) to the extent arising out of or resulting from, directly or indirectly, (a) any breach of this Agreement by Allergan Indemnitees; (b) the negligence or willful misconduct by or of Allergan Indemnitees; or (c) Allergan Indemnitees' activities in connection with the Development, Manufacture or Commercialization of the Product for use outside of the Territory, except, in each case of (a), (b) or (c), to the extent such Damages arise from any activity set forth in Sections 11.1(a), 11.1(b) or 11.1(c) for which Licensee is obligated to indemnify Allergan Indemnitees.

Indemnification by Allergan. Except as provided in Section 4.04, Allergan shall indemnify, defend and hold harmless AMO, each member of the AMO Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "AMO Indemnitees"), from and against any and all Liabilities of the AMO Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of Allergan or any other member of the Allergan Group or any other Person to pay, perform or otherwise promptly discharge any Liabilities of the Allergan Group other than the AMO Liabilities, whether prior to or after the Distribution Date; (b) the Allergan Business or any Liability of the Allergan Group other than the AMO Liabilities; and (c) any material breach by Allergan or any member of the Allergan Group of this Agreement or any of the Ancillary Agreements.

Indemnification by Allergan. 32 Section 4.04 Indemnification Obligations Net of Insurance Proceeds and Other Amounts..

Indemnification by Allergan. Except to the extent of any Losses covered by Section 12.1, Allergan agrees to defend, indemnify and hold harmless Spectrum, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all Losses arising out of a Claim by a Third Party (other than an Affiliate of Spectrum) arising out of, resulting from or relating to: (a) any breach or alleged breach of a warranty made by Allergan in this Agreement, including the Co-Promotion Agreement; (b) breach or alleged breach of any covenant or obligation required to be performed by Allergan contained in this Agreement, including the Co-Promotion Agreement; (c) the negligent or willful act or misconduct of any of the Allergan Group in connection with this Agreement, including the Co-Promotion Agreement; (d) when Allergan has the right to conduct a Remedial Action under this Agreement, any allegation regarding Allergan’s handling of such Remedial Action or Allergan electing not to commence such Remedial Action; (e) any allegation that personal injury or death, or any damage to any property, was caused or allegedly caused by a manufacturing defect in any Licensed Product manufactured by Allergan or directly for Allergan by Third Parties (after Allergan assumes manufacturing responsibility under this Agreement; or (f) the violation by Allergan of any Regulatory Approval involving the Licensed Product.

Indemnification by Allergan. 10.1.1 Except for any liabilities, damages, costs or expenses, including reasonable attorneys’ fees (collectively, “Liabilities”) for which INSPIRE has agreed to indemnify ALLERGAN pursuant to Section 10.2 hereof, ALLERGAN shall indemnify, defend and hold INSPIRE and its Affiliates and their respective directors, officers, employees and agents (collectively the “INSPIRE Indemnified Parties”) harmless from and against all Liabilities to the extent such Liabilities: (1) arise out of, relate to or result from the breach by ALLERGAN of any of its representations, warranties or covenants contained within this Agreement; or (2) arise out of, relate to or result from any claim, lawsuit or other action by a Third Party related to the manufacture, use or sale of Elestat in the Territory during the Term of this Agreement, except to the extent such claim, lawsuit or other action results from INSPIRE’s negligence or willful misconduct; or (3) are attributable solely to statements or representations by ALLERGAN, its employees, or its agents, that are contrary to the Elestat Labeling, or the Promotional Materials; or (4) arise out of, relate to or result from any claim, lawsuit or other action by a Third Party asserting that the use of any ALLERGAN Trademark in accordance with the terms of this Agreement violates any Third Party’s trademark or other intellectual property rights; or (5) arise out of, relate to or result from any claim, lawsuit or other action by a Third Party that the manufacture, use, or sale of Elestat infringes the patent, copyright or other Intellectual Property Right of such party; or (6) arise out of, relate to or result from any claim, lawsuit or other action by a Third Party that arises out of a material breach by ALLERGAN of this Agreement.

Indemnification by Allergan. ALLERGAN will defend, indemnify and hold harmless ENTREMED, its AFFILIATES and licensors, and their employees, agents, officers, shareholders and directors and each of them (the "ENTREMED Indemnified Parties"), from and against any and all THIRD PARTY claims, causes of action and costs (including reasonable attorney's fees), of any nature made, or lawsuits or other proceedings filed or otherwise instituted against the ENTREMED Indemnified Parties, resulting from or arising out of this AGREEMENT, or out of the research, development, testing, manufacture, sale or use of any PRODUCT by ALLERGAN, its AFFILIATES or its SUBLICENSEES (other than those claims which result from the gross negligence or willful misconduct of an ENTREMED Indemnified Party or claims involving the income tax liability of any ENTREMED Indemnified Party).

Indemnification by Allergan. ALLERGAN agrees to defend, indemnify and hold harmless XOMA(US), its agents and employees, against claims for loss, liability, damage and costs for personal injury or recall attributable to the development, manufacture, marketing use or sale of any Product by ALLERGAN or its sublicensees or Affiliates.

Indemnification by Allergan. ALLERGAN will indemnify, defend, and hold GSK and its Affiliates and their directors, officers, employees, and agents (each and collectively a "GSK Indemnitee") harmless from and against any and all liabilities, damages, losses, costs and expenses, investigations, and reasonable attorneys' fees incurred hereunder (each and collectively a "Liability") resulting from or arising out of a claim, suit, or proceeding brought by a Third Party against a GSK Indemnitee arising out of or related to: 8.1.1 the research, development, manufacture, promotion, sale, distribution, importation and/or use of Product in the Field of Use in the Territory prior to the GSK Distribution Commencement Date; 8.1.2 the research, development, manufacture, promotion, sale, distribution, importation and/or use of Product in any country outside of the Territory and the Other Territories; 8.1.3 the promotion, sale, distribution, importation and/or use of Product in the Territory for the Current Indications after the GSK Distribution Commencement Date; 8.1.4 the promotion, sale, distribution, importation and/or use of Stock Product in the Territory; 8.1.5 the research and development of Product in the Territory for the Cosmetic Indications which is conducted or sponsored by an ALLERGAN Indemnitee (as defined in Section 8.2) up to and continuing until the date on which the study 909 is locked; *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. 8.1.6 the employment (and/or termination) of any employees of ALLERGAN and/or its Affiliates in the Territory, including, without limitation, Liabilities relating to pensions and other defined benefits, severance payments and/or wrongful dismissal claims; 8.1.7 any violation of Applicable Law by any ALLERGAN Indemnitee in performing ALLERGAN's obligations under this Agreement; and 8.1.8 any material breach by any ALLERGAN Indemnitee of ALLERGAN's representations, warranties and/or obligations under this Agreement; provided, however, with respect to Sections 8.1.3, 8.1.4, 8.1.7 and 8.1.8, except to the extent that any such Liabilities are the responsibility of GSK under Section 8.2; and provided further with respect to Section 8.1.3, to the extent that any such Liabilities occur during the first (1st) Calendar Year after the Effective Date.

Indemnification by Allergan. Allergan shall indemnify, defend and hold harmless Inspire and its Affiliates, and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) arising out of or resulting from Third Party claims to the extent due to: (a) negligence, recklessness or wrongful intentional acts or omissions of Allergan, its Affiliates or their licensees, if any, and their respective directors, officers, employees and agents, in connection with (i) Allergan’s fulfillment of its obligations under the Original Agreement on or before the Restatement Date, or (ii) the fulfillment of Allergan’s obligations under this Agreement; (b) any warranty claims, Restasis product recalls or any tort claims of personal injury (including death) or property damage relating to or arising out of any manufacture, use, distribution or sale of the Restasis products by Allergan, its Affiliates or their licensees and claims due to any negligence, recklessness, or wrongful intentional acts or omissions by or strict liability of, Allergan or its Affiliates or licensees and their respective directors, officers, employees and agents; or (c) any breach of any representation or warranty made by Allergan under Section 2 or in Section 10.4.