Common use of Indemnification by AVEO Clause in Contracts

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. (a) AVEO shall indemnify, hold harmless, harmless and defend Biogen IdecPartner, Partner’s Affiliates, Partner’s and its Affiliates Affiliates’ Sublicensees and their all of the respective officers, directors, officers, employees and agents of each of the foregoing entities (collectively, the “Biogen Idec Partner Indemnitees”) from and against any and all Losses incurred or suffered by resulting from any Third-Party Claim against them to the Biogen Idec Indemnitees arising extent that such Third-Party Claim arises out of or resulting from, directly or indirectly, of: (i) the breach or alleged breach of any breach ofrepresentation, warranty or inaccuracy in, any representation or warranty made covenant by AVEO in Article 7 of this Agreement, or ; or (ii) any breach or violation of any covenant term of this Agreement by an AVEO Indemnitee; or (iii) the negligence or agreement willful misconduct of any AVEO Indemnitee; provided in or each case that (y) the Partner Indemnitees comply with the procedure set forth in Section 8.3; and (z) such indemnity shall not apply to the extent Partner has an indemnification obligation pursuant to Section 8.1 for such Loss or such Loss was caused by a breach of any term of this Agreement by any Partner Indemnitee. (b) In addition, the Parties acknowledge that, pursuant to Section 9.2 of the KHK Agreement, KHK has agreed to indemnify, hold harmless and defend AVEO and its sublicensees and all of the respective officers, directors, employees and agents of the foregoing entities from and against any and all Losses resulting from any Third-Party Claim against AVEO or its sublicensees to the extent that such Third-Party Claim arises out of: (i) the breach or alleged breach of any representation, warranty or covenant by KHK in Article 8 of the KHK Agreement; or (ii) the negligence or willful misconduct by or of AVEO, its Affiliates and their respective Sublicensees, or their respective directors, officers, employees and agents any Kirin Indemnitee (as defined in the performance KHK Agreement); provided in each case that (x) AVEO and the applicable sublicensee(s) comply with the procedure set forth in Section 9.3 of AVEO’s obligations under this the KHK Agreement, or and (iiiy) 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 such indemnity shall have no obligation to indemnify the Biogen Idec Indemnitees not apply 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 AVEO has an indemnification obligation to KHK for such Loss pursuant to this Section 9.1 of the KHK Agreement, . (c) If Partner, as a sublicensee of AVEO, seeks to be indemnified by KHK with respect to a Third-Party Claim as set forth in Section 8.2(b) above and pursuant to Section 9.2 of the negligence or willful misconduct by or KHK Agreement (“Partner Third-Party Claim”), Partner shall promptly notify AVEO thereof and, in order to ensure compliance with the procedure set forth in Section 9.3 of the KHK Agreement, each Party shall comply with the procedures set forth below: (i) To the extent that AVEO receives prompt notice from Partner of any Partner Third-Party Claim, AVEO shall provide KHK with prompt notice of such Partner Third-Party Claim giving rise to KHK’s indemnification obligation pursuant to Section 9.2 of the Biogen Idec IndemniteesKHK Agreement and the exclusive ability to defend (with the reasonable cooperation of AVEO and Partner, at KHK’s expense on a pass-through basis) or settle any such claim. The Parties acknowledge that, pursuant to Section 9.3 of Biogen Idecthe KHK Agreement, KHK has agreed not to enter into any settlement for damages other than monetary damages without AVEO’s Sublicenseeswritten consent (which consent shall not be given by AVEO unless and until the Parties mutually agree to do so, distributors such agreement not to be unreasonably withheld, delayed or contractors conditioned by either Party). (ii) The Parties acknowledge that, pursuant to Section 9.3 of the KHK Agreement, AVEO has the right to participate in the defense of any claim or suit that has been assumed by KHK under Section 9.2 of the KHK Agreement. If requested by Partner, AVEO shall use its reasonable efforts to obtain KHK’s consent to Partner’s participation, along with AVEO, in the defense of any claim or suit with respect to any Partner Third-Party Claim that has been assumed by KHK under Section 9.2 of their respective employees the KHK Agreement; it being understood that any participation by Partner in such suit or agentsclaim shall be conducted at Partner’s own expense and with counsel of Partner’s own choice (iii) The Parties acknowledge that, (d) any manufacturing defect in any Licensed Product supplied pursuant to Section 9.3 of the KHK Agreement, if AVEO or any of its Affiliates, Sublicensees, distributors or contractors by or on behalf of Biogen Idec and KHK cannot agree as defined in and subject to the terms application of Section 9.1 or Section 9.2 of the Supply Agreement, KHK Agreement as to any particular Partner Third-Party Claim (e) actual which agreement shall not be given or alleged infringement or misappropriation withheld by AVEO unless and until the Parties mutually agree to do so, such agreement not to be unreasonably withheld, delayed or conditioned by either Party), AVEO and KHK may conduct separate defenses of such Partner Third-Party Claim. In such case, as between AVEO and Partner, AVEO shall have the exclusive right to assume the defense of such Partner Third-Party Claim, including any settlement thereof (provided that AVEO shall not enter into any settlement for damages other than monetary damages without Partner’s written consent, which shall not be unreasonably withheld, delayed or conditioned), and Partner shall have the right to participate in such defense, at Partner’s own expense and using counsel of Partner’s own choice. The Parties acknowledge that AVEO reserves the right, and shall use its Affiliatesbest efforts, Sublicensees, distributors or contractors to claim indemnity from KHK in accordance with Section 9.2 of the Patent Rights or KnowKHK Agreement upon resolution of the underlying Partner Third-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 TerritoryClaim.

Indemnification by AVEO. (a) AVEO shall indemnify, hold harmless, harmless and defend Biogen IdecPharmstandard, Pharmstandard’s Affiliates, Pharmstandard’s and its Affiliates Affiliates’ Sublicensees and their all of the respective officers, directors, officers, employees and agents of each of the foregoing entities (collectively, the “Biogen Idec Pharmstandard Indemnitees”) from and against any and all Losses incurred or suffered by resulting from any Third-Party Claim against them to the Biogen Idec Indemnitees arising extent that such Third-Party Claim arises out of or resulting from, directly or indirectly, of: (i) the breach or alleged breach of any breach ofrepresentation, warranty or inaccuracy in, any representation or warranty made covenant by AVEO in Article 7 of this Agreement, or any breach or violation of any covenant or agreement of AVEO in or pursuant to this Agreement, ; or (ii) the negligence or willful misconduct by or of AVEOany AVEO Indemnitee; (iii) provided in each case that (y) the Pharmstandard Indemnitees comply with the procedure set forth in Section 8.3; and (z) such indemnity shall not apply to the extent Pharmstandard has an indemnification obligation pursuant to Section 8.1 for such Loss. (b) In addition, the Parties acknowledge that, pursuant to Section 9.2 of the KHK Agreement, KHK has agreed to indemnify, hold harmless and defend AVEO and its Affiliates Sublicensees and their all of the respective Sublicenseesofficers, or their respective directors, officers, employees and agents in of the performance of AVEO’s obligations under this Agreement, or (iii) the Commercialization or use of Licensed Product in the AVEO Territory or foregoing entities from and against any other activities of and all Losses resulting from any Third-Party Claim against 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 such Third-Party Claim arises out of: (i) 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 alleged breach of any representation, warranty or covenant or agreement by KHK in Article 8 of Biogen Idec in or pursuant to this the KHK Agreement, ; or (cii) 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, Kirin Indemnitee (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 the KHK Agreement); (iii) provided in each case that (x) AVEO and subject to the terms applicable Sublicensee(s) comply with the procedure set forth in Section 9.3 of the Supply KHK Agreement, and (ey) 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 such indemnity shall not apply to the extent arising that AVEO has an indemnification obligation to KHK for such Loss pursuant to Section 9.1 of the KHK Agreement. (c) If Pharmstandard, as a Sublicensee of AVEO, seeks to be indemnified by KHK with respect to a Third-Party Claim as set forth in Section 8.2(b) above and pursuant to Section 9.2 of the KHK Agreement (“Pharmstandard Third-Party Claim”), Pharmstandard shall promptly notify AVEO thereof and, in order to ensure compliance with the procedure set forth in Section 9.3 of the KHK Agreement, each Party shall comply with the procedures set forth below: (i) To the extent that AVEO receives prompt notice from Pharmstandard of any Pharmstandard Third-Party Claim, AVEO shall use Commercially Reasonable Efforts to provide KHK with prompt notice of such Pharmstandard Third-Party Claim giving rise to KHK’s indemnification obligation pursuant to Section 9.2 of the KHK Agreement and the exclusive ability to defend (with the reasonable cooperation of AVEO and Pharmstandard, at KHK’s expense on a pass-through basis) or settle any such claim. The Parties acknowledge that, pursuant to Section 9.3 of the KHK Agreement, KHK has agreed not to enter into any settlement for damages other than monetary damages without AVEO’s written consent (which consent shall not be given by AVEO unless and until the Parties mutually agree to do so, such agreement not to be unreasonably withheld, delayed or conditioned by either Party). (ii) The Parties acknowledge that, pursuant to Section 9.3 of the KHK Agreement, AVEO has the right to participate in the defense of any claim or suit that has been assumed by KHK under Section 9.2 of the KHK Agreement. If requested by Pharmstandard, AVEO shall use Commercially Reasonable Efforts to obtain KHK’s consent to Pharmstandard’s participation, along with AVEO, in the defense of any claim or practice suit with respect to any Pharmstandard Third-Party Claim that has been assumed by KHK under Section 9.2 of Biogen Idec Collaboration Technology the KHK Agreement; it being understood that any participation by Pharmstandard in such suit or Joint Collaboration IP claim shall be conducted at Pharmstandard’s own expense and with counsel of Pharmstandard’s own choice (iii) The Parties acknowledge that, pursuant toto Section 9.3 of the KHK Agreement, if AVEO and KHK cannot agree as to the application of Section 9.1 or Section 9.2 of the KHK Agreement as to any particular Pharmstandard Third-Party Claim (which agreement shall not be given or withheld by AVEO unless and until the Parties mutually agree to do so, such agreement not to be unreasonably withheld, delayed or conditioned by either Party), AVEO and KHK may conduct separate defenses of such Pharmstandard Third-Party Claim. In such case, as between AVEO and Pharmstandard, AVEO shall have the exclusive right to assume the defense of such Pharmstandard Third-Party Claim, including any settlement thereof (provided that AVEO shall not enter into any settlement for damages other than monetary damages without Pharmstandard’s written consent, which shall not be unreasonably withheld, delayed or conditioned), and Pharmstandard shall have the right to participate in such defense, at Pharmstandard’s own expense and using counsel of Pharmstandard’s own choice. The Parties acknowledge that AVEO reserves the right, and shall use Commercially Reasonable Efforts, to claim indemnity from KHK in accordance with, with Section 9.2 of the provisions KHK Agreement upon resolution of this Agreement or (f) any Loss arising from or related to the Commercialization or use of Licensed Product in the Biogen Idec Territoryunderlying Pharmstandard Third-Party Claim.

Indemnification by AVEO. (a) AVEO shall indemnify, hold harmless, harmless and defend Biogen IdecOphthotech, Ophthotech’s Affiliates, Ophthotech’s and its Affiliates Affiliates’ Sublicensees and their all of the respective officers, directors, officers, employees and agents of each of the foregoing entities (collectively, the “Biogen Idec Ophthotech Indemnitees”) from and against any and all Losses incurred or suffered by resulting from any Third-Party Claim against them to the Biogen Idec Indemnitees arising extent that such Third-Party Claim arises out of or resulting from, directly or indirectly, of: (i) the breach or alleged breach of any breach ofrepresentation, warranty or inaccuracy in, any representation or warranty made covenant by AVEO in Article 7 of 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 of or violation of any applicable laws or regulations by any AVEO Indemnitee; or (iii) except as otherwise provided in Section 8.3, the development, manufacture, storage, handling, shipping, use, sale, offer for sale, importation or other commercialization of the Compound or products containing the Compound by or for AVEO Indemnitees outside of AVEOthe Field or outside of the Option Period Research Territory; provided in each case that (y) the Ophthotech Indemnitees comply with the procedure set forth in Section 8.3; and (z) such indemnity shall not apply to the extent Ophthotech has an indemnification obligation pursuant to Section 8.1 for such Loss. (b) In addition, the Parties acknowledge that, pursuant to Section 9.2 of the KHK Agreement, KHK has agreed to indemnify, hold harmless and defend AVEO and its Affiliates sublicensees and their all of the respective Sublicenseesofficers, or their respective directors, officers, employees and agents in of the performance of AVEO’s obligations under this Agreement, or (iii) the Commercialization or use of Licensed Product in the AVEO Territory or foregoing entities from and against any other activities of and all Losses resulting from any Third-Party Claim against 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 sublicensees to the extent that such Third-Party Claim arises out of: (i) 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 alleged breach of any representation, warranty or covenant or agreement by KHK in Article 8 of Biogen Idec in or pursuant to this the KHK Agreement, ; or (cii) 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, Kirin Indemnitee (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 the KHK Agreement); provided in each case that (x) AVEO and subject to the terms applicable sublicensee(s) comply with the procedure set forth in Section 9.3 of the Supply KHK Agreement, and (ey) 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 such indemnity shall not apply to the extent arising that AVEO has an indemnification obligation to KHK for such Loss pursuant to Section 9.1 of the KHK Agreement. (c) If Ophthotech, as a sublicensee of AVEO, seeks to be indemnified by KHK with respect to a Third-Party Claim as set forth in Section 8.2(b) above and pursuant to Section 9.2 of the KHK Agreement (“Ophthotech Third-Party Claim”), Ophthotech shall promptly notify AVEO thereof and, in order to ensure compliance with the procedure set forth in Section 9.3 of the KHK Agreement, each Party shall comply with the procedures set forth below: (i) To the extent that AVEO receives prompt notice from Ophthotech of any Ophthotech Third-Party Claim, AVEO shall use commercially reasonable efforts to provide KHK with prompt notice of such Ophthotech Third-Party Claim giving rise to KHK’s indemnification obligation pursuant to Section 9.2 of the KHK Agreement and the exclusive ability to defend (with the reasonable cooperation of AVEO and Ophthotech, at KHK’s expense on a pass-through basis) or settle any such claim. The Parties acknowledge that, pursuant to Section 9.3 of the KHK Agreement, KHK has agreed not to enter into any settlement for damages other than monetary damages without AVEO’s written consent (which consent shall not be given by AVEO unless and until the Parties mutually agree to do so, such agreement not to be unreasonably withheld, delayed or conditioned by either Party). (ii) The Parties acknowledge that, pursuant to Section 9.3 of the KHK Agreement, AVEO has the right to participate in the defense of any claim or suit that has been assumed by KHK under Section 9.2 of the KHK Agreement. If requested by Ophthotech, AVEO shall use commercially reasonable efforts to obtain KHK’s consent to Ophthotech’s participation, along with AVEO, in the defense of any claim or practice suit with respect to any Ophthotech Third-Party Claim that has been assumed by KHK under Section 9.2 of Biogen Idec Collaboration Technology the KHK Agreement; it being understood that any participation by Ophthotech in such suit or Joint Collaboration IP claim shall be conducted at Ophthotech’s own expense and with counsel of Ophthotech’s own choice (iii) The Parties acknowledge that, pursuant toto Section 9.3 of the KHK Agreement, if AVEO and KHK cannot agree as to the application of Section 9.1 or Section 9.2 of the KHK Agreement as to any particular Ophthotech Third-Party Claim (which agreement shall not be given or withheld by AVEO unless and until the Parties mutually agree to do so, such agreement not to be unreasonably withheld, delayed or conditioned by either Party), AVEO and KHK may conduct separate defenses of such Ophthotech Third-Party Claim. In such case, as between AVEO and Ophthotech, AVEO shall have the exclusive right to assume the defense of such Ophthotech Third-Party Claim, including any settlement thereof (provided that AVEO shall not enter into any settlement for damages other than monetary damages without Ophthotech’s written consent, which shall not be unreasonably withheld, delayed or conditioned), and Ophthotech shall have the right to participate in such defense, at Ophthotech’s own expense and using counsel of Ophthotech’s own choice. The Parties acknowledge that AVEO reserves the right, and shall use commercially reasonable efforts, to claim indemnity from KHK in accordance with, with Section 9.2 of the provisions KHK Agreement upon resolution of this Agreement or (f) any Loss arising from or related to the Commercialization or use of Licensed Product in the Biogen Idec Territoryunderlying Ophthotech Third-Party Claim.