INDEMNIFICATION BY CALIPER. Caliper shall indemnify HP, its Affiliates, and all their officers, directors, employees and agents, for any reasonable out-of-pocket costs and expenses (including court and arbitration costs and reasonable attorneys' fees), non-appealed or non-appealable judicial or arbitration damage awards, and settlement payments, payable or owed by HP in connection with any demands, law suits and other legal actions by Third Parties ("Third Party Claim") against HP arising from any negligent actions or willful misconduct by Caliper, its Affiliates, agents or sublicensees.
INDEMNIFICATION BY CALIPER. (i) Caliper shall defend, indemnify and hold harmless Neurocrine, its Affiliates and sublicensees, and all their officers, directors, employees and agents from any costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees), non-appealed or non-appealable judicial or arbitration damage awards, and settlement payments agreed with third party claimants payable or owed by Neurocrine in connection with any demand, law suits or other legal actions by third parties arising from Caliper's [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(ii) In order to maintain the right to be defended, indemnified and held harmless by Caliper, Neurocrine will:
(iii) notify Caliper promptly after learning of a third party claim;
(iv) allow Caliper to manage and control (by way of intervention or otherwise) the defense and settlement of any such third party claim against the Neurocrine, with input from Neurocrine; and
(v) cooperate with Caliper in the defense or the settlement negotiations of third party claims as reasonable required by Caliper.
(vi) Caliper shall not take any position in the dispute, or agree to any settlement, that adversely affects Neurocrine's rights or interest without Neurocrine's prior written approval (which approval shall not be unreasonably withheld).
(vii) Caliper shall have no obligation to indemnify Neurocrine to the extent that a third party claim results from the negligence or willful misconduct of Neurocrine.
INDEMNIFICATION BY CALIPER. Caliper shall defend, indemnify and hold harmless Lilly and its Affiliates and all of their officers, directors, employees and agents (collectively, the "Lilly Indemnitees") from and against any and all damages, awards, costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) incurred by any Lilly Indemnitee in connection with any claim, demand, lawsuit or other legal action by any third party against such Lilly Indemnitee:
(a) arising out of any breach by Caliper of any representation or warranty contained in this Agreement; or
(b) arising out of any breach of Caliper of any covenant or obligation contained in this Agreement; or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
INDEMNIFICATION BY CALIPER. Subject to the limitations set forth in this Article IX, from and after the Closing Date, Caliper (the “Seller Indemnitor”) will indemnify and hold harmless the Purchaser and its Representatives and Affiliates (hereinafter referred to individually as a “Purchaser Indemnified Person” and collectively as the “Purchaser Indemnified Persons”), from and against any and all Damages that may be imposed upon, incurred by or asserted against any Purchaser Indemnified Person to the extent resulting from, relating to, arising out of, or in connection with:
109.1.1. any misrepresentation or breach of or default in connection with any of (A) the representations and warranties contained in Article VI or in any certificate, document or instrument delivered by or on behalf of Caliper at the Closing and (B) any of the covenants and agreements given or made by Caliper in this Agreement;
109.1.2. any Pre-Closing Taxes;
109.1.3. any of the Retained Liabilities; or
109.1.4. any Third Party Claim relating to any of the foregoing.
INDEMNIFICATION BY CALIPER. Caliper shall defend, indemnify and hold harmless Lilly and its Affiliates and all of their officers, directors, employees and agents (collectively, the "Lilly Indemnitees") from and against any and all damages, awards, costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) incurred by any Lilly Indemnitee in connection with any claim, demand, lawsuit or other legal action by any third party against such Lilly Indemnitee:
(a) [ * ]
(b) [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(c) [ * ]; provided, however, that no such indemnification shall apply with respect to any such damages, awards, costs or expenses arising primarily as a result of (i) Lilly's use of Screening Products in violation of this Agreement or in violation of any reasonable restrictions on use imposed by Caliper in accordance with Section 6.4 below, (ii) Lilly's combination of Screening Products with technology other than Caliper Technology, (iii) Lilly's unauthorized modification of Screening Products, or (iv) Lilly's continued use of Screening Products notwithstanding termination of Lilly's right to use such Screening Products pursuant to Section 6.4 below.
INDEMNIFICATION BY CALIPER. Amgen shall be entitled to the quiet enjoyment of the Screening Products and therefore, subject to Section 7.4 below, Caliper shall defend, indemnify and hold harmless Amgen and its Affiliates and all their officers, directors, employees and agents from and against any and all damages, awards, costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) incurred by Amgen or any such person or entity arising from or in connection with [ * ].
INDEMNIFICATION BY CALIPER. Amgen shall be entitled to the quiet enjoyment of the Screening Products and therefore, subject to Section 7.4 below, Caliper shall defend, indemnify and hold harmless Amgen and its Affiliates and all their officers, directors, employees and agents from and against any and all damages, awards, costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) incurred by Amgen or any such person or entity arising from or in connection with any claim, demand, law suits or other legal actions by any third party against any such person or entity alleging infringement of any patent claim or other intellectual property right of a third party with respect to the possession, development, manufacture, use or sale of, or otherwise relating to any Screening Product.
INDEMNIFICATION BY CALIPER. Caliper shall defend, indemnify and hold harmless Bio-Rad and its Affiliates and all their officers, directors, employees, consultants and agents (collectively, the "Bio-Rad Indemnitees") from and against any and all damages, awards, costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) (collectively, "Losses") incurred by any Bio-Rad Indemnitee in connection with (a) any breach of any representation, warranty or covenant under this Agreement, or (b) any claim, demand, law suit or other action or proceeding by any third party against such Bio-Rad Indemnitee, that arises from or occurs as a result of personal injury or property damage (other than on account of product warranty claims, for which claims shall be asserted by Bio-Rad pursuant to Section 6.15) and it is determined that such Losses were caused by a design defect, materials defect or faulty workmanship in Caliper Products sold to Bio-Rad under this Agreement, provided that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of (i) the [ * ] of Bio-Rad or its Affiliates, (ii) Bio-Rad's use of Caliper Products in violation of this Agreement, or (iii) Bio-Rad's unauthorized modification of Caliper Products.
INDEMNIFICATION BY CALIPER. Caliper shall defend, indemnify and hold harmless MPI and its Affiliates and all their officers, directors, employees and agents (collectively, the "MPI Indemnitees") from and against any and all damages, awards, costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) (collectively, "Losses") incurred by any MPI Indemnitee in connection with any claim, demand, law suit or other legal action by any third party against such MPI Indemnitee: (a) that arises from or occurs as a result of (i) any breach of this Agreement by Caliper or its Affiliates or any act, whether of omission or commission, by Caliper or its Affiliates with respect to their activities under this Agreement, (ii) the sale of Products by Caliper and its Affiliates to Persons other than MPI and its Affiliates or the conduct by Caliper or its Affiliates of their other businesses, or (iii) any personal injury in connection with the use or handling by any Caliper employees or agents of any MPI Material; or (b) subject to Section 7.4 below, that alleges infringement of any Patent claim or other intellectual property right of a third party with respect to MPI's purchase, possession or use of any Product; except for those Losses for which MPI has an obligation to indemnify Caliper Indemnitees pursuant to Section 7.2, as to which Losses each party shall indemnify the other to the extent of their respective liability for the Losses; provided, however, that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of (i) the gross negligence or intentional misconduct of MPI or its Affiliates, (ii) MPI's use of Products in violation of this Agreement, (iii) MPI's combination of Products with technology other than Caliper Technology, or (iv) MPI's unauthorized modification of Products,.
INDEMNIFICATION BY CALIPER
