Indemnification by BI Sample Clauses

Indemnification by BI. Subject to Section 17.3 below, BI shall defend, indemnify and hold harmless Zealand Pharma and its Affiliates and each of their officers, director, shareholders, employees, permitted successors and assigns from and against all Losses (including Losses arising from Claims of Third Parties), to the extent arising out of (i) BI’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, (ii) breach by BI of any of its representations, warranties, covenants or agreements under this Agreement, or (iii) the Development, Commercialization manufacture, use, handling, storage, marketing, sale, distribution or other disposition of Products by BI, its Affiliates, Recognized Agents, subcontractors or Sublicensees.

Indemnification by BI. BI shall indemnify, hold harmless and defend MacroGenics, its Affiliates and all of their respective officers, directors, employees, agents, licensors and shareholders (collectively, the “MacroGenics 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 demand, claim, action or proceeding brought or initiated by a Third Party (each a “Third Party Claim”) against any MacroGenics Indemnitees(s) arising out of (a) a Default by BI; (b) the gross negligence or willful misconduct of BI or its Affiliates; or (c) the conduct of any Program or use of Collaboration DART or Product by, on behalf of or under authority of, BI (except with respect to the conduct of such activities by a MacroGenics Indemnitee); provided that (i) the MacroGenics Indemnitees shall comply with the procedures set forth in Section 9.6; and (ii) such indemnity shall not apply to the extent such Third Party Claim is caused by the negligence, willful misconduct or violation of Law by a MacroGenics Indemnitee.

Indemnification by BI. BI shall indemnify, defend, and hold harmless PALATIN and its Affiliates, and its respective officers, directors, employees, licensors, and their respective successors, heirs and assigns and representatives (the “PALATIN Indemnitees”), from and against any and all Damages resulting from Third Party (including BI employees) claims or actions, to the extent arising out of or relating to, directly or indirectly: (i) the negligence, recklessness or wrongful intentional acts or omissions of BI or its Affiliates, and its or their respective directors, officers and employees, in connection with BI’s performance of its obligations or exercise of its rights under this Agreement, (ii) any breach by BI of any obligation, representation, warranty or covenant in this Agreement, or (iii) the failure to comply with Applicable Laws by BI or any of its Affiliates, in each case (i), (ii) and (iii), except in any such case for Damages to the extent reasonably attributable to any PALATIN Indemnitee with respect to any matter for which PA▇▇▇▇▇ ▇s liable to indemnify BI pursuant to Section 17.1 (“Indemnification by PALATIN”).

Indemnification by BI. BI shall indemnify, hold harmless, and defend Regulus, its Affiliates, and their respective directors, officers, medical and professional staff, employees and agents and their respective successors, heirs and assigns (“Regulus Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) arising out of or resulting from, directly or indirectly, (a) any breach of, or inaccuracy in, any representation or warranty made by BI in this Agreement, or any breach or violation of any covenant or agreement of BI in or pursuant to this Agreement, (b) the negligence or willful misconduct by or of BI or any of its Related Parties, and their respective directors, officers, employees and agents, and (c) any theory of product liability (including, but not limited to, actions in the form of tort, warranty or strict liability) arising out of or resulting from BI’s exercise of any rights granted hereunder. Furthermore, BI shall have no obligation to indemnify the Regulus Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Regulus in this Agreement, or any breach or violation of any covenant or agreement of Regulus in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Regulus Indemnitees.

Indemnification by BI. BI shall defend, indemnify and hold harmless G1 and its Affiliates and its and their respective officers, directors, employees, agents, representatives, successors and assigns from and against all Third Party Claims, to the extent incurred or suffered by any of them to the extent resulting from or arising out of (a) any misrepresentation or breach of any representations, warranties, agreements or covenants of BI under this Agreement, (b) negligence, willful misconduct, or violation of Applicable Laws by BI (or any of its Affiliates or its and their respective officers, directors, employees, agents or representatives) (c) any off-label Promotion Services by BI related to the Product (except for Promotion Services expressly required under the Promotion Plan) , (d) the misappropriation or infringement of the intellectual property rights of any Third Party in connection with BI’s performance of the Promotion Services, or (e) labor disputes, Equal Employment Opportunity Commission charges or employment-related claims arising from or related to BI’s employees; except in each case to the extent any such Claims, and all associated Losses, are caused by an item for which G1 is obligated to indemnify BI pursuant to Section 10.1.

Indemnification by BI. BI will indemnify, defend and hold harmless Neurocrine, its licensees, sublicensees and Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Neurocrine Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) which the Neurocrine Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of (i) any claims of any nature (other than claims by Third Parties relating to patent infringement) arising out of (y) the conduct of the Research Program or use of Collaboration Technology of by, on behalf of or under authority of, BI (other than by a Neurocrine Indemnified Party) or (z) research, development and/or commercialization of Collaboration Products by, on behalf of or under authority of, BI (other than by Neurocrine Indemnified Party) and/or (ii) any BI representation or warranty set forth herein being untrue in any material respect when made, except in each case, to the extent caused by the negligence or willful misconduct of Neurocrine or any Neurocrine Indemnified Party. Notwithstanding the foregoing, BI shall have no obligation to defend, indemnify or hold harmless any Neurocrine Indemnified Party from and against any Liability arising out of or resulting from the infringement of a Third Party Patent Right.

Indemnification by BI. BI shall indemnify, defend and hold harmless Forma and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses, including, but not limited to, the reasonable fees of attorneys and other professional Third Parties (collectively, “Losses”) to the extent arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon: (a) the negligence, recklessness or wrongful intentional acts or omissions of BI and/or its Affiliates and its or their respective directors, officers, employees and agents, in connection with BI’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach of any representation or warranty or any other provision under this Agreement; or (c) the research and development that is actually conducted by and/or on behalf of BI, the handling and storage by and/or on behalf of BI of any chemical agents or other compounds for the purpose of conducting development by or on behalf of BI, and the manufacture, marketing, commercialization and sale by BI, its Affiliate or Sublicensee of any Collaboration Compound or Licensed Product, including Claims based upon products liability and intellectual property infringement or misappropriation.

Indemnification by BI. BI agrees to indemnify, hold harmless and defend InterMune and InterMune's directors, officers, employees and agents, and the directors, officers, employees and agents of any InterMune Affiliate (collectively "Indemnitees") from and against any and all claims or suits by Third Parties for losses, damages, costs, fees and reasonable expenses (collectively "Losses") resulting from or arising out of any negligent or wrongful act or omission by BI or its Affiliates, or any breach by BI of its obligations under this Agreement or under the Genentech License, except to the extent that such Losses arise or result from any negligent or wrongful act or omission of an Indemnitee or are related to intellectual property matters not covered by the warranty set forth in Article 11.2(a).