Common use of Indemnification by Biogen Idec Clause in Contracts

Indemnification by Biogen Idec. Biogen Idec shall indemnify, hold harmless, and defend AVEO, its Affiliates, and their respective directors, officers, employees and agents (the “AVEO Indemnitees”) from and against any and all Losses incurred or suffered by the AVEO Indemnitees in connection with any third party claim arising out of or resulting from, directly or indirectly, (i) any breach of, or inaccuracy in, any representation or warranty made by Biogen Idec in this Agreement, or any breach or violation of any covenant or agreement of Biogen Idec in or pursuant to this Agreement, (ii) the negligence or willful misconduct by or of Biogen Idec, its Affiliates and their respective Sublicensees, or their respective directors, officers, employees and agents in the performance of Biogen Idec’s obligations under this Agreement, (iii) the Commercialization or use of Licensed Product in the Licensed Territory or any other activities of Biogen Idec or any of its Affiliates or Sublicensees in the Licensed Territory or (iv) AVEO’s observance of, or reliance upon, Biogen Idec’s withholding instructions provided pursuant to Section 8.11 of this Agreement. Biogen Idec shall have no obligation to indemnify the AVEO 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 AVEO in this Agreement, (b) any breach or violation of any covenant or agreement of AVEO in or pursuant to this Agreement, (c) the negligence or willful misconduct by or of any of the AVEO Indemnitees or any of AVEO’s Sublicensees, distributors or contractors or any of their respective employees or agents, (d) any manufacturing defect in any Licensed Product supplied to Biogen Idec or its Affiliates, Sublicensees, distributors or contractors by or on behalf of AVEO as defined in and subject to the terms of the Supply Agreement, (e) actual or alleged infringement or misappropriation by Biogen Idec 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 AVEO 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 AVEO Territory.

Indemnification by Biogen Idec. Biogen Idec shall will indemnify, defend and hold harmless, harmless Isis and defend AVEO, its Affiliates, and its or their respective directors, officers, employees and agents (the “AVEO Indemnitees”) agents, from and against any and all Losses incurred or suffered by liabilities, damages, losses, costs and expenses including the AVEO Indemnitees in connection with any third party claim reasonable fees of attorneys (collectively “Losses”) arising out of or resulting fromfrom any and all Third Party suits, directly claims, actions, proceedings or indirectly, demands (i“Claims”) any breach of, or inaccuracy in, any representation or warranty made by Biogen Idec in this Agreement, or any breach or violation of any covenant or agreement of Biogen Idec in or pursuant to this Agreement, (ii) based upon: 9.1.1. the gross negligence or willful misconduct by or of Biogen Idec, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Biogen Idec’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 Idec 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 Idec or its Affiliates or Sublicensees (which will exclude any Development or Manufacturing activities that are conducted by or on behalf of Isis pursuant to this Agreement); or 9.1.4. the Commercialization of the Product by or on behalf of Biogen Idec 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 Isis or its Affiliates, licensees, Sublicensees or contractors, and its or their respective directors, officers, employees and agents in the performance of Biogen Idec’s obligations under this Agreement, (iii) the Commercialization or use of Licensed Product in the Licensed Territory or any other activities of Biogen Idec or any of its Affiliates or Sublicensees in the Licensed Territory or (iv) AVEO’s observance of, or reliance upon, Biogen Idec’s withholding instructions provided circumstance for which Isis has an indemnity obligation pursuant to Section 8.11 of this Agreement. Biogen Idec shall have no obligation to indemnify the AVEO 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 AVEO in this Agreement, (b) any breach or violation of any covenant or agreement of AVEO in or pursuant to this Agreement, (c) the negligence or willful misconduct by or of any of the AVEO Indemnitees or any of AVEO’s Sublicensees, distributors or contractors or any of their respective employees or agents, (d) any manufacturing defect in any Licensed Product supplied to Biogen Idec or its Affiliates, Sublicensees, distributors or contractors by or on behalf of AVEO as defined in and subject to the terms of the Supply Agreement, (e) actual or alleged infringement or misappropriation by Biogen Idec 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 AVEO 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 AVEO Territory9.2.

Indemnification by Biogen Idec. Biogen Idec shall defend, indemnify, and hold harmless, and defend AVEOharmless Xxxxxxx, its Affiliates, Affiliates and their respective directors, officers, shareholders, employees and agents agents, and their respective heirs, successors and assigns (the “AVEO Xxxxxxx Indemnitees”) ), from and against any and all Losses incurred Liabilities suffered or suffered sustained by the AVEO Indemnitees in connection with any third party claim a Xxxxxxx Indemnitee, or to which a Xxxxxxx Indemnitee becomes subject, arising out of or resulting from, directly or indirectly, attributable to: (ia) any breach ofof a representation, warranty, covenant or inaccuracy in, any representation agreement made or warranty made undertaken by Biogen Idec in under this Agreement, ; or (b) any breach or violation by Biogen Idec of any covenant of its obligations under the Boys Town Agreement on or agreement of Biogen Idec in or pursuant prior to this Agreement, the Effective Date; (iic) the gross negligence or willful misconduct by on the part of a Biogen Idec Indemnitee; (d) any liability under the Boys Town Agreement arising prior to the Effective Date; or of Biogen Idec, its Affiliates and their respective Sublicensees, or their respective directors, officers, employees and agents in the performance of Biogen Idec’s obligations under this Agreement, (iiie) the Commercialization or use of Licensed Product in the Licensed Territory or any other activities of Biogen Idec or any of its Affiliates or Sublicensees in the Licensed Territory or (iv) AVEO’s observance of, or reliance upon, Biogen Idec’s withholding instructions provided Idec Indemnitee pursuant to the rights retained by Biogen Idec under Section 8.11 of this Agreement2.3. However, Biogen Idec shall have no obligation to not indemnify the AVEO Indemnitees or hold harmless any Xxxxxxx Indemnitee from any Liabilities to the extent that such Liabilities resulted from the Losses arise out acts or omissions of a Xxxxxxx Indemnitee or result from, directly or indirectly, (a) any breach of, or inaccuracy in, any representation or warranty made by AVEO in this Agreement, (b) any breach or violation of any representation, warranty, covenant or agreement of AVEO in made or pursuant to undertaken by Xxxxxxx under this Agreement, (c) the negligence or willful misconduct by or of any of the AVEO Indemnitees or any of AVEO’s Sublicensees, distributors or contractors or any of their respective employees or agents, (d) any manufacturing defect in any Licensed Product supplied to Biogen Idec or its Affiliates, Sublicensees, distributors or contractors by or on behalf of AVEO as defined in and subject to the terms of the Supply Agreement, (e) actual or alleged infringement or misappropriation by Biogen Idec 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 AVEO 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 AVEO Territory.

Indemnification by Biogen Idec. Biogen Idec shall will indemnify, defend and hold harmless, harmless Isis and defend AVEO, its Affiliates, and its or their respective directors, officers, employees and agents (the “AVEO Indemnitees”) agents, from and against any and all Losses incurred or suffered by liabilities, damages, losses, costs and expenses including the AVEO Indemnitees in connection with any third party claim reasonable fees of attorneys (collectively “Losses”) arising out of or resulting fromfrom any and all Third Party suits, directly claims, actions, proceedings or indirectly, demands (i“Claims”) any breach of, or inaccuracy in, any representation or warranty made by Biogen Idec in this Agreement, or any breach or violation of any covenant or agreement of Biogen Idec in or pursuant to this Agreement, (ii) based upon: 9.1.1. the gross negligence or willful misconduct by or of Biogen Idec, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Biogen Idec’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 Idec 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 Idec or its Affiliates or Sublicensees (which will exclude any Development or Manufacturing activities that are conducted by or on behalf of Isis pursuant to this Agreement); or 9.1.4. the Commercialization of a Product by or on behalf of Biogen Idec 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 Isis or its Affiliates, licensees, Sublicensees or contractors, and its or their respective directors, officers, employees and agents in the performance of Biogen Idec’s obligations under this Agreement, (iii) the Commercialization or use of Licensed Product in the Licensed Territory or any other activities of Biogen Idec or any of its Affiliates or Sublicensees in the Licensed Territory or (iv) AVEO’s observance of, or reliance upon, Biogen Idec’s withholding instructions provided circumstance for which Isis has an indemnity obligation pursuant to Section 8.11 of this Agreement. Biogen Idec shall have no obligation to indemnify the AVEO 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 AVEO in this Agreement, (b) any breach or violation of any covenant or agreement of AVEO in or pursuant to this Agreement, (c) the negligence or willful misconduct by or of any of the AVEO Indemnitees or any of AVEO’s Sublicensees, distributors or contractors or any of their respective employees or agents, (d) any manufacturing defect in any Licensed Product supplied to Biogen Idec or its Affiliates, Sublicensees, distributors or contractors by or on behalf of AVEO as defined in and subject to the terms of the Supply Agreement, (e) actual or alleged infringement or misappropriation by Biogen Idec 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 AVEO 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 AVEO Territory9.2.

Indemnification by Biogen Idec. Biogen Idec shall will indemnify, defend and hold harmless, harmless Isis and defend AVEO, its Affiliates, and its or their respective directors, officers, employees and agents (the “AVEO Indemnitees”) agents, from and against any and all Losses incurred or suffered by liabilities, damages, losses, costs and expenses including the AVEO Indemnitees in connection with any third party claim reasonable fees of attorneys (collectively “Losses”) arising out of or resulting fromfrom any and all Third Party suits, directly claims, actions, proceedings or indirectly, demands (i“Claims”) any breach of, or inaccuracy in, any representation or warranty made by Biogen Idec in this Agreement, or any breach or violation of any covenant or agreement of Biogen Idec in or pursuant to this Agreement, (ii) based upon: 9.1.1. the gross negligence or willful misconduct by or of Biogen Idec, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Biogen Idec’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 Idec 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 Idec or its Affiliates or Sublicensees (which will exclude any Development or Manufacturing activities that are conducted by or on behalf of Isis pursuant to this Agreement); or 9.1.4. the Commercialization of a Product by or on behalf of Biogen Idec 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 Isis or its Affiliates, licensees, Sublicensees or contractors, and it’s or their respective directors, officers, employees and agents in the performance of Biogen Idec’s obligations under this Agreement, (iii) the Commercialization or use of Licensed Product in the Licensed Territory or any other activities of Biogen Idec or any of its Affiliates or Sublicensees in the Licensed Territory or (iv) AVEO’s observance of, or reliance upon, Biogen Idec’s withholding instructions provided circumstance for which Isis has an indemnity obligation pursuant to Section 8.11 of this Agreement. Biogen Idec shall have no obligation to indemnify the AVEO 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 AVEO in this Agreement, (b) any breach or violation of any covenant or agreement of AVEO in or pursuant to this Agreement, (c) the negligence or willful misconduct by or of any of the AVEO Indemnitees or any of AVEO’s Sublicensees, distributors or contractors or any of their respective employees or agents, (d) any manufacturing defect in any Licensed Product supplied to Biogen Idec or its Affiliates, Sublicensees, distributors or contractors by or on behalf of AVEO as defined in and subject to the terms of the Supply Agreement, (e) actual or alleged infringement or misappropriation by Biogen Idec 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 AVEO 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 AVEO Territory9.2.

Indemnification by Biogen Idec. Biogen Idec shall indemnify, hold harmless, and defend AVEOAlnylam, its Affiliates, and their respective directors, officers, employees and agents (the “AVEO "Alnylam Indemnitees”") from and against any and all Losses incurred or suffered by the AVEO Indemnitees in connection with any third party claim Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or resulting from, directly or indirectly, (ia) any breach of, or inaccuracy in, any representation or warranty made by Biogen Idec in this Agreement, or any breach or violation of any covenant or agreement of Biogen Idec in or pursuant to this Agreement, (iib) the negligence or willful misconduct by or of Biogen Idec, its Affiliates and their respective Sublicensees, or and their respective directors, officers, employees and agents in agents, or (c) the performance Discovery, Development, Manufacture or Commercialization of a JCV RNAi Product to the extent such activities are not performed by Alnylam or its agents. This indemnification excludes Losses arising out of Third Party Infringement Claims resulting from Biogen Idec’s obligations under this Agreement, (iii) 's exercise in accordance with the Commercialization or use of Licensed Product in the Licensed Territory or any other activities of Biogen Idec or any of its Affiliates or Sublicensees in the Licensed Territory or (iv) AVEO’s observance of, or reliance upon, Biogen Idec’s withholding instructions provided pursuant to Section 8.11 terms of this AgreementAgreement of any intellectual property rights granted by Alnylam hereunder. Furthermore, Biogen Idec shall have no obligation to indemnify the AVEO Alnylam 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 AVEO Alnylam in this Agreement, (b) or any breach or violation of any covenant or agreement of AVEO Alnylam in or pursuant to this Agreement, (c) or the negligence or willful misconduct by or of any of the AVEO Indemnitees Alnylam Indemnitees, and/or the Discovery, Development or any Manufacture of AVEO’s Sublicenseesa JCV RNAi Therapeutic, distributors or contractors or any of their respective employees or agents, (d) any manufacturing defect in any Licensed Product supplied to Biogen Idec or its Affiliates, Sublicensees, distributors or contractors by or on behalf of AVEO as defined in and subject to the terms of the Supply Agreement, (e) actual or alleged infringement or misappropriation by Biogen Idec 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 performed such activities are performed by Alnylam or practice of AVEO 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 AVEO Territoryits agents.