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.