Indemnification by Bayer. Bayer agrees to defend Isis, its Affiliates and their respective directors, officers, employees and their respective successors, heirs and assigns (collectively, the “Isis Indemnitees”), and will indemnify and hold harmless the Isis Indemnitees, from and against any liabilities, losses, costs, damages, fees or expenses payable to a Third Party, and reasonable attorneys’ fees and other legal expenses with respect thereto (collectively, “Losses”) arising out of any claim, action, lawsuit or other proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Isis Indemnitee and resulting from or occurring as a result of: (a) any activities conducted by a Bayer employee, consultant, Affiliate, Sublicensee, or (sub)contractor in the performance of the activities Bayer agrees to perform under this Agreement, including, the Manufacture, Development or Commercialization of any Product, or (b) any breach by Bayer of any of its representations, warranties or covenants pursuant to this Agreement; except in any such case to the extent such Losses result from: (i) the negligence or willful misconduct of any Isis Indemnitee, (ii) any breach by Isis of any of its representations, warranties, covenants or obligations pursuant to this Agreement, or (iii) any breach of Applicable Law by any Isis Indemnitee.
Indemnification by Bayer. Except to the extent of any Losses covered by Section 8.1, Bayer agrees to defend, indemnify and hold harmless KHL, its Affiliates, and its and their respective directors, officers, employees, and agents (the “KHL Indemnitees”) from and against any and all Losses arising out of a Third Party Claim arising out of, resulting from or relating to the following (to the extent not otherwise subject to the indemnification obligations surviving pursuant to Section 2.4):
Indemnification by Bayer. Bayer shall defend, indemnify and hold harmless
Indemnification by Bayer. Bayer shall indemnify, defend and hold Acura, its officers, employees and its Affiliates harmless from and against all liabilities, claims, demands, damages, costs, expenses or money judgments (including reasonable attorneys’ fees) incurred by or rendered against Acura, its officers and employees or its Affiliates for personal injury, sickness, disease or death or other damages which arise out of: (a) Bayer’s breach of any of its obligations under this Agreement; (b) any claims arising out of the development (exclusive of the claims described in Section 8.3(b) above), manufacturing, or commercialization of the Developed Product; (c) the gross negligence or intentional misconduct of Bayer; (d) Bayer’s breach of any representation or warranty made or given by Bayer in this Agreement; or (e) any actual or alleged infringement of any Third Party patent, copyright, trademark or trade dress rights arising from materials, labeling, marketing or advertising of the Developed Product. *****Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with the Commission. EXECUTION COPY
Indemnification by Bayer. Bayer hereby agrees to Indemnify Nuvelo and its Affiliates, agents, directors, officers and employees (the “Nuvelo Indemnitees”) from and against any and all Losses arising from Third Party claims, suits, actions or demands resulting directly or indirectly from (a) any of Bayer’s representations and warranties set forth in this Agreement being untrue in any material respect when made and/or (b) any material breach or material default by Bayer of its covenants, agreements or obligations under this Agreement, except to the extent such Losses result from (i) any of Nuvelo’s representations and warranties set forth in this Agreement being untrue in any material respect when made, or (ii) any material breach or material default by Nuvelo of its covenants, agreements or obligations under this Agreement. To be eligible to be Indemnified as described above in this Section 14.2, the Nuvelo Indemnitees will provide Bayer with prompt written notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 14.2 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of Nuvelo Indemnitees). Bayer will be relieved of its obligations only if any failure by the Nuvelo Indemnitee to deliver prompt notice will have been prejudicial to its ability to defend such claims, suits, actions or demands. Nuvelo will have the right to retain its own counsel, at its own expense. Bayer will not settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, in a manner that would materially adversely affect Nuvelo, without Nuvelo’s prior written consent (not to be unreasonably withheld). Bayer’s obligation to Indemnify the Nuvelo Indemnitees pursuant to this Section 14.2 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Nuvelo Indemnitee (including but not limited to that arising from the manufacture of Licensed Product by Nuvelo), (ii) that arise from any material breach by Nuvelo of any representation, warranty, covenant or obligation under this License Agreement or (iii) for which Nuvelo is obligated to Indemnify the Bayer Indemnitees pursuant to Section 14.1 of this License Agreement.
Indemnification by Bayer. (a) From and after the ------------------------ Closing, Bayer and its Affiliates shall indemnify Lyondell and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against, and agrees to hold them harmless from, any Loss, as incurred (payable promptly upon written request), for or on account of or arising from or in connection with or otherwise with respect to (i) any breach of any representation or warranty of Bayer contained in this Agreement (it being agreed and acknowledged by the parties that for purposes of Lyondell's right to indemnification pursuant to this Section 7.02 the representations and warranties of Bayer and its Affiliates shall be deemed not qualified by any references herein or therein to materiality generally or to whether or not any breach results or may result in a Material Adverse Effect; provided, however, that such references to materiality or Material Adverse Effect shall apply for purposes of determining whether there has been a breach of a representation to the extent such references are contained in such representation), (ii) any breach of any covenant of Bayer or any of its Affiliates contained in Article IV of this Agreement or (iii) any fees, expenses or other payments incurred or owed by Bayer or any of its Affiliates to any brokers, financial advisors or other comparable persons retained or employed by it in connection with the transactions contemplated by this Agreement.
Indemnification by Bayer. Subject to Section12.5, Bayer shall indemnify and hold harmless Purchaser, its Affiliates, their respective officers, directors, employees and agents from and against any and all Losses (net of (x) any Tax Benefits, and (y) insurance payments actually received in connection therewith, less costs of collection), based upon, arising out of, or resulting from, any of the following:
Indemnification by Bayer. (a) Except to the extent described in Section 16.2(c), Bayer hereby agrees to defend, hold harmless and indemnify ZGEN and its Affiliates, agents, directors, officers and employees (the “ZGEN Indemnitees”) from and against any and all Losses resulting from Third Party claims, suits, actions or demands arising out of:
Indemnification by Bayer. Bayer hereby agrees to save, defend, indemnify and hold harmless Trius, its Affiliates and their respective officers, directors, employees, consultants and agents (the “Trius Indemnitees”), from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which any Trius Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of Compound or Product by or on behalf of Bayer or any of its Affiliates or Sublicensees; (b) the gross negligence or willful misconduct of any Bayer Indemnitee (defined below); or (c) the breach by Bayer of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Trius Indemnitee or the breach by Trius of any warranty, representation, covenant or agreement made by it in this Agreement.
Indemnification by Bayer. (a) In each case, other than with respect to Product Liability Claims (the treatment of which is governed exclusively by Section 12.3 of this Agreement) and Claims of infringement (the treatment of which is governed exclusively by Article 21 of the Collaboration Agreement), Bayer shall defend, indemnify and hold harmless Onyx and its Affiliates and each of their officers, directors, shareholders, employees, successors and assigns (each an “Onyx Indemnified Party”) from and against all Claims of Third Parties, and all associated Indemnifiable Losses, incurred or suffered by any of them to the extent resulting from or arising out of:
