Indemnification by Array. Array shall indemnify and hold ASLAN, its Affiliates, and their respective officers, directors, employees and Sublicensees (“ASLAN Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from:
10.2.1 the negligence or willful misconduct of Array, its Affiliates or any of their subcontractors; or
10.2.2 the breach of any of the covenants, warranties or representations made by Array to ASLAN under this Agreement. provided, however, that Array shall not be obliged to so indemnify, defend and hold harmless the ASLAN Indemnitees for any Claims under Section 10.1 above.
Indemnification by Array. Array shall indemnify and hold Oncothyreon, its Affiliates, and their respective officers, directors, employees and Sublicensees (“Oncothyreon Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from:
10.2.1 the negligence or willful misconduct of Array, its Affiliates or any of their subcontractors; or
10.2.2 the breach of any of the covenants, warranties or representations made by Array to Oncothyreon under this Agreement;
10.2.3 any pre-clinical and/or clinical studies (other than the Xxxx Xxxxxx Study) conducted by or on behalf of Array with respect to Product prior to the Effective Date;
10.2.4 any Claims by Xxxx Xxxxxx/Partners Cancer Care for reimbursement of medical costs for participants in the Xxxx Xxxxxx Study under the subject injury provision of the Xxxx Xxxxxx Agreement for injuries sustained prior to the Effective Date;
10.2.5 any Excluded Liabilities. provided, however, that Array shall not be obliged to so indemnify, defend and hold harmless the Oncothyreon Indemnitees for any Claims under Sections 10.1 above.
Indemnification by Array. Array shall indemnify and hold Oncothyreon, and their respective officers, directors and employees (“Oncothyreon Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from:
16.2.1 the negligence or willful misconduct of Array or any of its Sublicensees or subcontractors; or
16.2.2 the breach of any of the covenants, warranties or representations made by Array to Oncothyreon under this Agreement; provided, however, that Array shall not be obliged to so indemnify, defend and hold harmless the Oncothyreon Indemnitees for any Claims under Sections 16.1.1 or 16.2.2 above.
Indemnification by Array. Array hereby agrees to defend, hold harmless and indemnify (collectively “Indemnify”) Celgene and its Affiliates, and its and their agents, directors, officers, employees and consultants (the “Celgene Indemnitees”) from and against any liability or expense (including reasonable legal expenses and attorneys’ fees) (collectively “Losses”) resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”) arising out of: (i) a breach of any of Array’s representations and warranties under Sections 11.1 or 11.2 or any other material breach of this Agreement by Array; (ii) personal injury resulting from the performance of activities by Array under the Discovery Program or any Development Plan; (iii) the development, manufacture, commercialization, storage, handling, use, sale, offer for sale or importation of Development Compounds subject to the license granted to Array in Section 5.3 above and Abandoned Products or other exercise of the licenses granted hereunder, in each case by or under authority of Array; or (iv) the gross negligence or intentional misconduct of any Array Indemnitee in the performance of activities under this Agreement. Array’s obligation to Indemnify the Celgene Indemnitees pursuant to this Section 11.4.1 shall not apply to the extent that any such Losses are Losses for which Celgene is obligated to Indemnify the Array Indemnitees pursuant to Section 11.4.2 below.
Indemnification by Array. From and after the Effective Date, Array shall indemnify and hold Novartis and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns, harmless from and against any Losses incurred by Novartis or any of the foregoing persons arising or resulting from:
(a) the negligence or willful misconduct of Array or any of its Affiliates, contractors or agents;
(b) the Assumed Liabilities; or
(c) the breach of any of the representations, warranties, covenants or agreements made by Array to Novartis under this Agreement or the Ancillary Agreements. Array shall only be obliged to so indemnify and hold Novartis harmless to the extent that such Losses do not arise from Novartis’s or its Affiliates’ breach of this Agreement, or the negligence or willful misconduct of Novartis or its Affiliates or relate to Excluded Liabilities.
Indemnification by Array. Array agrees to indemnify, defend and hold harmless Mirati and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Mirati Indemnitees”) from and against any Liabilities arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to any breach by Array of its representations and warranties made in this Agreement, except to the extent such Liabilities result from the negligence or intentional misconduct of Mirati.
Indemnification by Array. ARRAY agrees to indemnify, defend and hold Indemnitees of ONO harmless from and against any Liabilities arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to any Active Compound, Inactive Compound and Claimed Compound developed, manufactured, used, sold or otherwise distributed by or on behalf of ARRAY, its Affiliates or licensees or other designees (including, without limitation, product liability), except to the extent such Liabilities arose out of or resulted from the gross negligence, recklessness or intentional misconduct of ONO or its Affiliates, directors, officers, employees, and agents..
Indemnification by Array. Array hereby agrees to indemnify, defend and hold Amgen and its agents, directors and employees (the “Amgen Indemnitees”) harmless from and against any and all Losses resulting from Third Party claims based on, and to the extent attributable to: [***], but excluding the Losses in this Section 10.4.2 to the extent they arise from or are attributable to causes described in (a), (b) or (c) in Section 10.4.1 above or to the negligence or willful misconduct of any Amgen Indemnitee.
Indemnification by Array. (a) From and after the Effective Date, Array shall indemnify and hold Novartis and its Affiliates, and their respective officers, directors, employees, contractors, [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. agents and assigns, harmless from and against any Losses incurred by Novartis or any of the foregoing persons arising or resulting from:
(i) the negligence or willful misconduct of Array or any of its Affiliates, contractors or agents;
(ii) the Assumed Liabilities;
(iii) the breach of any of the covenants or agreements made by Array to Novartis under this Agreement or the Ancillary Agreements; or
(iv) the breach of any of the representations or warranties made by Array to Novartis under this Agreement or the Ancillary Agreements.
(b) Array shall only be obliged to so indemnify and hold Novartis harmless to the extent that such Losses do not arise from Novartis’s or its Affiliates’ breach of this Agreement, or the negligence or willful misconduct of Novartis or its Affiliates or relate to Excluded Liabilities.
Indemnification by Array. In addition to any other remedy available to AZ Array hereby agrees to indemnify, defend and hold AZ and its agents, directors, employees and Affiliates harmless from and against any and all Losses resulting directly from a breach of Section 10.1 or the development, manufacture, use, handling, storage, sale or other disposition of Abandoned Products or Compounds but expressly excluding Candidate Drugs or Licensed Products, by Array, its Affiliates, agents or Sublicensees except to the extent that such Losses arise due to the negligence, fraud, misconduct or wrongful act of AZ.
