Common use of Indemnification by Bioverativ Clause in Contracts

Indemnification by Bioverativ. 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, Bioverativ shall and shall cause the other members of the Bioverativ Group to indemnify, hold harmless and defend the Biogen Indemnitees from and against any and all Indemnifiable Losses of the Biogen Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Bioverativ Liabilities, including the failure of any member of the Bioverativ Group or any other Person to pay, perform or otherwise discharge any Bioverativ Liability in accordance with its respective terms, whether prior to, on or after the Distribution Effective Time, or (b) any breach by Bioverativ 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 “Biogen Claim”).