Indemnification by AVEO. AVEO shall indemnify, hold harmless, and defend Biogen Idec, its Affiliates and their respective directors, officers, employees and agents (the “Biogen Idec Indemnitees”) from and against any and all Losses incurred or suffered by the Biogen Idec Indemnitees arising out of or resulting from, directly or indirectly, (i) any breach of, or inaccuracy in, any representation or warranty made by AVEO in this Agreement, or any breach or violation of any covenant or agreement of AVEO in or pursuant to this Agreement, (ii) the negligence or willful misconduct by or of AVEO, its Affiliates and their respective Sublicensees, or their respective directors, officers, employees and agents in the performance of AVEO’s obligations under this Agreement, or (iii) the Commercialization or use of Licensed Product in the AVEO Territory or any other activities of AVEO or any of its Affiliates or Sublicensees in the AVEO Territory, or (iv) Biogen Idec’s observance of, or reliance upon, AVEO’s withholding instructions provided pursuant to Section 8.11 of this Agreement. AVEO shall have no obligation to indemnify the Biogen Idec Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, (a) any breach of, or inaccuracy in, any representation or warranty made by Biogen Idec in this Agreement, (b) any breach or violation of any covenant or agreement of Biogen Idec in or pursuant to this Agreement, (c) the negligence or willful misconduct by or of any of the Biogen Idec Indemnitees, or any of Biogen Idec’s Sublicensees, distributors or contractors or any of their respective employees or agents, (d) any manufacturing defect in any Licensed Product supplied to AVEO or any of its Affiliates, Sublicensees, distributors or contractors by or on behalf of Biogen Idec as defined in and subject to the terms of the Supply Agreement, (e) actual or alleged infringement or misappropriation by AVEO or any of its Affiliates, Sublicensees, distributors or contractors of the Patent Rights or Know-how of any Third Party to the extent arising from the use or practice of Biogen Idec Collaboration Technology or Joint Collaboration IP pursuant to, and in accordance with, the provisions of this Agreement or (f) any Loss arising from or related to the Commercialization or use of Licensed Product in the Biogen Idec Territory.
Indemnification by AVEO. AVEO will indemnify and hold Novartis, its Affiliates, and their respective officers, directors and employees (“Novartis Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from actions by AVEO, its Affiliates and sublicensees, and their respective employees, agents and subcontractors, in connection with the Development, manufacture or Commercialization of the Licensed Antibodies; provided, however, that AVEO will not be obliged to so indemnify, defend and hold harmless the Novartis Indemnitees for any Claims for which Novartis has an obligation to indemnify AVEO Indemnitees pursuant to Section 6(b) or to the extent that such Claims arise from the breach, negligence or willful misconduct of Novartis or the Novartis Indemnitee.
Indemnification by AVEO. AVEO will indemnify, hold harmless, and defend COBI, its Affiliates and their respective directors, officers, employees and agents (the “COBI Indemnitees”) from and against any and all Losses incurred in connection with any Third Party claim arising out of or resulting from, directly or indirectly, (i) any breach of, or inaccuracy in, any representation or warranty made by AVEO in this Agreement, or any breach or violation of any term of this Agreement by AVEO; or (ii) the negligence or willful misconduct of any AVEO Indemnitee. Notwithstanding the foregoing, or anything in this Agreement to the contrary, AVEO will have no obligation to indemnify the COBI Indemnitees for any Losses as to which COBI is obligated to indemnify AVEO under Section 8.1.
Indemnification by AVEO. AVEO shall indemnify, hold harmless and defend OSI, its Affiliates and all of their respective officers, directors, employees, agents, licensors and shareholders (collectively, the “OSI Indemnitees”) from and against any and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including reasonable attorneys’ fees and witness fees) resulting from any Third Party Claim against any OSI Indemnitees(s) arising out of (a) the breach or alleged breach by AVEO of any representation, warranty or covenant under this Agreement; (b) the negligence or willful misconduct of AVEO or its Affiliates or any of their respective licensees, Sublicensees, agents, directors, officers, employees or shareholders; (c) the research, development, manufacture, storage, handling, use, sale, offer for sale or importation of AVEO Label Claim Products; or (d) the use, handling, storage or disposal by AVEO of any Materials provided to it by OSI, provided that (i) the OSI Indemnitees shall comply with the procedures set forth in Section 8.6; and (ii) such indemnity shall not apply to the extent such Third Party Claim is caused by the gross negligence, willful misconduct or violation of Law by an OSI Indemnitee.
Indemnification by AVEO. (a) AVEO shall indemnify, hold harmless and defend Partner, Partner’s Affiliates, Partner’s and its Affiliates’ Sublicensees and all of the respective officers, directors, employees and agents of each of the foregoing entities (collectively, the “Partner Indemnitees”) from and against any and all Losses resulting from any Third-Party Claim against them to the extent that such Third-Party Claim arises out of:
Indemnification by AVEO. AVEO will indemnify and hold Novartis, its Affiliates, and their respective officers, directors and employees (“Novartis Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from the breach of any of the covenants, warranties or representations made by AVEO to Novartis under this Agreement; provided, however, that AVEO will not be obliged to so indemnify, defend and hold harmless the Novartis Indemnitees for any Claims for which Novartis has an obligation to indemnify AVEO Indemnitees pursuant to Section 14.2 or to the extent that such Claims arise from the breach, negligence or willful misconduct of Novartis or the Novartis Indemnitee.
Indemnification by AVEO. AVEO will indemnify and hold harmless CANbridge, its Affiliates and their respective directors, officers, employees and agents (collectively, the “CANbridge Indemnified Parties”), from, against and in respect of any and all Losses incurred or suffered by any CANbridge Indemnified Party to the extent resulting from: (a) any breach of any representation or warranty made by AVEO in this Agreement, or any breach by AVEO of any covenant or agreement in this Agreement; (b) the negligence or intentional misconduct of AVEO or any of its Affiliates or Sublicensees, or any of their respective directors, officers, employees and agents, in performing AVEO’s obligations or exercising AVEO’s rights under this Agreement; (c) activities conducted by AVEO or its Affiliates related to the Development, Manufacture, or other Exploitation of the Products anywhere in the world prior to the Effective Date; and (d) the Development, Commercialization, Manufacture, or other Exploitation of any Products in the North America Territory during the Term or anywhere in the world after the termination (but not the expiration) of this Agreement.
Indemnification by AVEO. (a) AVEO shall indemnify, hold harmless and defend Ophthotech, Ophthotech’s Affiliates, Ophthotech’s and its Affiliates’ Sublicensees and all of the respective officers, directors, employees and agents of each of the foregoing entities (collectively, the “Ophthotech Indemnitees”) from and against any and all Losses resulting from any Third-Party Claim against them to the extent that such Third-Party Claim arises out of:
Indemnification by AVEO. Aveo shall indemnify, hold harmless and defend Kirin, Kirin’s Affiliates, Kirin’s and its Affiliates’ Other Licensees and all of the respective officers, directors, employees and agents of each of the foregoing entities (collectively the “Kirin Indemnitees”) from and against any and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including reasonable attorneys’ fees and witness fees) (collectively “Losses”) resulting from any demand, claim, action or proceeding brought or initiated by a Third Party (each a “Third-Party Claim”) against any Kirin Indemnitees(s) to the extent that such Third-Party Claim arises out of (i) the breach or alleged breach of any representation, warranty or covenant by Aveo in Article 8; (ii) the negligence or willful misconduct of any Aveo Indemnitee (defined in Section 9.2); or (iii) the research, development, manufacture, storage, handling, use, sale, offer for sale or importation of Licensed Products or Licensed Product Biomarkers by or for the Aveo Indemnitees (as defined below) (to avoid any doubt, for this purpose, the Kirin Indemnitees’ Licensed Compound, Licensed Product and Licensed Product Biomarker activities are not considered done by or for the Aveo Indemnitees); provided that (a) the Kirin Indemnitees comply with the procedure set forth in Section 9.3; and (b) such indemnity shall not apply to the extent Kirin has an indemnification obligation pursuant to Section 9.2 for such Loss. Aveo shall require equivalent indemnification of the Kirin Indemnitees as in clause (iii) of the foregoing sentence from each Sublicensee as to such Sublicensee’s activities described in such clause (iii).
Indemnification by AVEO. (a) AVEO shall indemnify, hold harmless and defend Pharmstandard, Pharmstandard’s Affiliates, Pharmstandard’s and its Affiliates’ Sublicensees and all of the respective officers, directors, employees and agents of each of the foregoing entities (collectively, the “Pharmstandard Indemnitees”) from and against any and all Losses resulting from any Third-Party Claim against them to the extent that such Third-Party Claim arises out of:
