Indemnification by Biogen. Biogen shall indemnify the Investigator, the Institution and its directors, trustees, authorized representatives and employees including the Staff (collectively, the “Indemnitees”) against any loss, liability or costs incurred in connection with a claim, demand, action, suit or proceeding (a “Claim”) arising out of the participation of the Indemnitees in the Trial, except to the extent that the Claim results from (a) the failure of an Indemnitee to comply with this Agreement, the Protocol or with any written instructions delivered by or on behalf of Biogen or with the Applicable Laws and Regulations or (b) any negligent act or omission of or wilful misconduct by an Indemnitee.
Indemnification by Biogen. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Distribution Effective Time, Biogen shall and shall cause the other members of the Biogen Group to indemnify, hold harmless and defend the Bioverativ Indemnitees from and against any and all Indemnifiable Losses of the Bioverativ Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Biogen Retained Liabilities, including the failure of any member of the Biogen Group or any other Person to pay, perform or otherwise discharge any Biogen Retained Liability in accordance with its respective terms, whether arising prior to, on or after the Distribution Effective Time, or (b) any breach by Biogen of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder (each, a “Bioverativ Claim”).
Indemnification by Biogen. Biogen will indemnify, defend and hold harmless Ionis 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 the reasonable fees of attorneys (collectively “Losses”) arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon:
9.1.1. the gross negligence or willful misconduct of Biogen, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Biogen’s performance of its obligations or exercise of its rights under this Agreement;
9.1.2. any breach of any representation or warranty or express covenant made by Biogen under ARTICLE 8 or any other provision under this Agreement;
9.1.3. the Development or Manufacturing activities that are conducted by or on behalf of Biogen or its Affiliates or Sublicensees (which will exclude any Development or Manufacturing activities that are conducted by or on behalf of Ionis pursuant to this Agreement); or
9.1.4. the Commercialization of a Product by or on behalf of Biogen or its Affiliates or Sublicensees; except, in each case above, to the extent such Claim arose out of or resulted from or is attributable to any acts or omissions of Ionis or its Affiliates, licensees, Sublicensees or contractors, and its or their respective directors, officers, employees and agents or other circumstance for which Ionis has an indemnity obligation pursuant to Section 9.2.
Indemnification by Biogen. Subject to Sections 9.4 and 9.7, Biogen agrees to defend Kiniksa, its Affiliates and its (and its Affiliates’) directors, officers, employees and agents (the “Kiniksa Indemnified Parties”) at Biogen’s cost and expense, and will indemnify and hold Kiniksa and the other Kiniksa Indemnified Parties harmless from and against any Losses resulting from any Claims arising out of or otherwise relating to:
(a) the negligence or willful misconduct of Biogen or its Affiliates in connection with such parties’ performance of this Agreement;
(b) the material breach by Biogen of this Agreement including any of the representations or warranties made hereunder by Biogen;
(c) the Exploitation of any Acquired Antibody or Product by or on behalf of Biogen or its Affiliates prior to the Effective Date; or
(d) the Exploitation of any Acquired Antibody or Product by or on behalf of Biogen or its Affiliates following termination of this Agreement and reversion of rights pursuant to Section 8.3. except, in each case, to the extent such Losses arise out of or relate to subsections (a), (b), or (c) of Section 9.2. In the event of any such Claim against the Kiniksa Indemnified Parties by a Third Party, Kiniksa shall promptly notify Biogen in writing of the Claim (provided, that, any failure or delay to so notify Biogen shall not excuse any obligation of Biogen except to the extent Biogen is actually prejudiced thereby) and Biogen shall solely manage and control, at its sole expense, the defense of the Claim and its settlement; provided, that, Biogen shall not settle any such Claim without the prior written consent of Kiniksa if such settlement does not include a complete release of the Kiniksa Indemnified Parties from liability or if such settlement would involve undertaking an obligation (including the payment of money by an Kiniksa Indemnified Party), would bind or impair an Kiniksa Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Kiniksa is invalid or unenforceable. The Kiniksa Indemnified Parties shall cooperate with Biogen and may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing. With respect to any Claim subject to indemnification under this Section 9.3: (i) both Biogen and the Kiniksa Indemnified Parties, as the case may be, shall keep the other Person fully informed of the status of such Claim and any related proceedings at all stages thereof where...
Indemnification by Biogen. Biogen agrees to indemnify, hold harmless and defend Bluebird and its Affiliates and their respective officers, directors and employees (collectively, “Bluebird Indemnitees”), from and against any Claims arising or resulting from: (a) any gross negligence or wrongful intentional acts or omissions of Biogen, its Affiliates, or subcontractors in connection with this Agreement; or (b) breach by Biogen of any representation, warranty, obligation or covenant as set forth in this Agreement.
Indemnification by Biogen. Biogen shall indemnify the Investigator, the Institution and its directors, trustees, authorized representatives and employees including the Staff (collectively, the Indemnitees) against any loss, liability or costs incurred in connection with a claim, demand, action, suit or proceeding (a Claim) arising out of the participation of the Indemnitees in the Trial, (a) Odškodnění ze strany společnosti Biogen. Společnost Biogen odškodní Zkoušejícího, Zdravotnické zařízení a jeho členy představenstva, správce, pověřené zástupce a zaměstnance, včetně Personálu (dále společně „Odškodňované osoby“) za jakoukoliv ztrátu, odpovědnost nebo náklady vzniklé v souvislosti s nárokem, požadavkem, žalobou nebo řízením (dále jen „Nárok“) vyplývajícím z účasti except to the extent that the Claim results from (a) the failure of an Indemnitee to comply with this Agreement, the Protocol or with any written instructions delivered by or on behalf of Biogen or with the Applicable Laws and Regulations or (b) any negligent act or omission of or willful misconduct by an Indemnitee. Odškodňovaných osob na Klinickém hodnocení, s výjimkou případu, kdy Nárok je důsledkem (a) nedodržení této smlouvy, Protokolu nebo jakéhokoliv jiného písemného pokynu doručeného společností Biogen či jejím jménem nebo Platných zákonů a předpisů ze strany Odškodňované osoby nebo (b) nedbalosti, opomenutí nebo úmyslného jednání Odškodňované osoby.
Indemnification by Biogen. Biogen agrees to defend Ontogeny at Biogen's cost and expense, and will indemnify and hold Ontogeny and its directors, officers, employees and agents (the "Ontogeny Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any claim by a third party relating to personal injury from the design, manufacture, use, sale or other disposition of any Licensed Product or Biogen Non-Hedgehog Product, except to the extent caused by the negligence or intentional misconduct of any of the Ontogeny Indemnified Parties. In the event of any such claim against the Ontogeny Indemnified Parties by any party, Ontogeny shall promptly notify Biogen in writing of the claim and Biogen shall manage and control, at its sole expense, the defense of the claim and its settlement. The Ontogeny Indemnified Parties shall cooperate with Biogen and may, at their option and expense, be represented in any such action or proceeding. Biogen shall not be liable for any litigation costs or expenses incurred by the Ontogeny Indemnified Parties without Biogen's written authorization.
Indemnification by Biogen. Biogen shall defend, indemnify and hold harmless TMC and its Affiliates and their respective employees, agents, officers, shareholders and directors and each of them (the "TMC Indemnified Parties") from and against any and all liability, damage, loss, cost or expense of any nature (including reasonable attorneys fees and expenses of litigation) incurred or imposed upon the TMC Indemnified Parties or any one of them in connection with any claims, suits, actions, demands, proceedings, causes of action or judgments resulting from or arising out of the breach of this Agreement by Biogen or the negligence or willful misconduct of Biogen or any its Affiliates or any of their respective employees, agents, officers or directors.
Indemnification by Biogen. Biogen will indemnify, defend, and hold harmless C4, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors, and agents (each, a “C4 Indemnified Party”) from and against any and all Liabilities that the C4 Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: [***]
Indemnification by Biogen. Biogen shall indemnify the Institution and its directors, trustees, authorized representatives and employees including the Staff (collectively, the “Indemnitees”) against any loss, liability or costs incurred in connection with a claim, demand, action, suit or proceeding (a “Claim”) arising out of the participation of the Indemnitees in the Trial, except to the extent that the Claim results from (a) the failure of an Indemnitee to s výjimkou případu, kdy Nárok je důsledkem (a) nedodržení této smlouvy, Protokolu nebo jakéhokoliv jiného písemného pokynu doručeného společností Biogen či jejím jménem nebo Platných zákonů a předpisů ze strany Odškodňované osoby nebo (b) nedbalosti, opomenutí nebo úmyslného jednání Odškodňované osoby. comply with this Agreement, the Protocol or with any written instructions delivered by or on behalf of Biogen or with the Applicable Laws and Regulations or (b) any negligent act or omission of or wilful misconduct by an Indemnitee.
