Indemnification by Dyax. DYAX agrees to indemnify, defend, and hold harmless CROPTECH and its directors, officers, employees, and agents (the "CROPTECH Indemnitees") against any liability, damage, loss or expense (including reasonable attorneys fees and expenses of litigation) incurred by or imposed upon any of the CROPTECH Indemnitees as a result of any claims, suits, actions, demands, or judgments concerning the negligent, willful or infringement acts of DYAX or its directors, officers, employees, and agents, including, without limitation, any acts of patent infringement.
Indemnification by Dyax. Dyax will defend, indemnify and hold harmless Xxxxxxxxxx, its Affiliates and their respective directors, officers, employees and agents (the "Xxxxxxxxxx Indemnified Parties") from and against all claims, demands, liabilities, damages, penalties, fines, costs and expenses, including reasonable attorneys' and expert fees and costs, and costs or amounts paid to settle (collectively, "Losses") arising from or occurring as a result of a third party's claim (including any third party product liability or infringement claim), action, suit, judgment or settlement to the extent such Losses are due to or based upon: (i) the manufacture of the Product by Dyax or its contract manufacturer; (ii) negligence, recklessness, bad faith, intentional wrongful acts or omissions or violations of applicable law or regulation by or of Dyax or its Affiliates or their respective directors, officers, employees or agents; or (iii) the breach by Dyax of the terms of, or the inaccuracy of any representation or warranty made by it in this Agreement; except, in each case, to the extent that such Losses arise out of, and are allocable to any cause set forth in Section 6.5(b)(i) or (ii).
Indemnification by Dyax. Dyax shall indemnify, defend, and hold harmless US Bio and its Affiliates and its and their respective directors, officers, employees, representatives and agents and their respective successors, heirs and assigns (the “US Bio Indemnitees”) against any Losses incurred by or imposed upon US Bio Indemnitees or any of them in connection with any Third Party Claims which arise out of: (a) the negligence or willful misconduct of Dyax in connection with this Agreement; (b) the breach of this Agreement by Dyax; (c) any claims of patent, trademark, copyright or other infringement related to Products; or (d) the storage, handling, use, non-use, demonstration, consumption, ingestion, digestion, manufacture, production and assembly of Products, in each case except for those Losses for which US Bio has an obligation to indemnify Dyax pursuant to Section 9.2(a), as to which Losses each party shall indemnify the other to the extent of its respective liability for such Losses.
Indemnification by Dyax. Dyax shall indemnify, defend, and hold harmless US Bio and its Affiliates and its and their respective directors, officers, employees, representatives and agents and their respective successors, heirs and assigns (the “US Bio Indemnitees”) against any Losses incurred by or imposed upon US Bio Indemnitees or any of them in connection with any Third Party Claims which arise out of: (a) the negligence or willful misconduct of Dyax in connection with this Agreement; (b) the breach of this Agreement by Dyax, in each case except for those Losses for which US Bio has an obligation to indemnify Dyax pursuant to Section 14.2(a); (c) any claims of patent, trademark, copyright or other infringement related to Products; or (d) the storage, handling, use, non-use, demonstration, consumption, ingestion, digestion, manufacture, production and assembly of Products and their transportation to US Bio (except to the extent that such activities are conducted on Dyax’s behalf by an Affiliate of US Bio), as to which Losses each party shall indemnify the other to the extent of its respective liability for such Losses.
Indemnification by Dyax. Dyax shall indemnify, defend, and hold harmless Merrimack and its Affiliates, directors, officers, employees, and agents and their respective successors, heirs and assigns (the “Merrimack Indemnitees”) against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses of litigation) incurred by or imposed upon the Merrimack Indemnitees or any one of them in connection with any claims, suits, actions, demands, or judgments in each case initiated by a Third Party which arise out of: (a) the gross negligence or willful misconduct of Dyax in connection with this Agreement; or (b) any breach of any obligation of Dyax under this Agreement. Notwithstanding the foregoing, Dyax shall have no obligation under this Section 8.2 with respect to claims, suits, actions, demands or judgments to the extent the same is caused by the gross negligence or willful misconduct of a Merrimack Indemnitee.
Indemnification by Dyax. DYAX shall defend, indemnify and hold NOVO NORDISK harmless from and against any and all liability, damage, loss, cost (including reasonable attorney's fees) and expense resulting from any claim of death, personal injury or property damage in connection with DYAX's conduct of the Project program. Notwithstanding the foregoing NOVO NORDISK shall not be entitled to indemnification under this Article 10 against any claim of personal injury or property damage resulting from NOVO NORDISK's negligence or wilful actions or misconduct.
Indemnification by Dyax. DYAX agrees to indemnify, defend, and hold harmless EPIX and its Affiliates and their directors, officers, employees, and agents (the "EPIX Indemnitees") against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses of litigation) incurred by or imposed upon any of the EPIX Indemnitees as a result of any claims, suits, actions, demands, or judgments concerning (i) the negligent or willful acts of DYAX or its Affiliates and their directors, officers, employees, and agents or (ii) any Thrombus Ligand products or RadioPharma Products marketed and sold by or on behalf of DYAX hereunder.
Indemnification by Dyax. Dyax shall indemnify and hold Amgen, its officers, directors, employees and agents harmless from all liability, loss, damage and cost arising out of (a) any claim, demand, suit or other action of any nature brought by any Third Party arising out of the making, having made, using, selling, offering to sell, licensing, offering to license or importing of the Licensed Dyax Material or the Know-How or the practice of the claimed subject matter of the Licensed Patents by, on behalf of, or under authority of, Dyax or any Third Party licensee of Dyax or (b) any representation or warranty by Dyax set forth herein being untrue in any material respect when made or material breach or material default by Dyax of any of its obligations hereunder. Amgen will notify Dyax in the event it becomes aware of a claim for which indemnification may be sought hereunder. Notwithstanding the foregoing, no Person shall be entitled to indemnification under this Section 8.2 against any liability, damage, cost (including reasonable attorneys' fees) or expense arising out of Amgen's negligence, recklessness or willful misconduct.
Indemnification by Dyax. Dyax shall indemnify, defend, and hold harmless ASD and its Affiliates and its and their respective directors, officers, employees, representatives and agents and their respective successors, heirs and assigns (the “ASD Indemnitees”) against any Losses incurred by or imposed upon ASD Indemnitees or any of them in connection with any Third Party Claims which arise out of: (a) the negligence or willful misconduct of Dyax in connection with this Agreement; (b) the breach of this Agreement by Dyax, (c) any claims of patent, trademark, copyright or other infringement related to Products, or (d) the storage, handling, use, non-use, demonstration, consumption, ingestion, digestion, manufacture, production and assembly of Products and their transportation to ASD (except to the extent that such activities are conducted on Dyax’s behalf by an Affiliate of ASD), in each case except for those Losses for which ASD has an obligation to indemnify Dyax pursuant to Section 12.2(a), as to which Losses each party shall indemnify the other to the extent of its respective liability for such Losses.
Indemnification by Dyax. Dyax shall indemnify, defend, and hold harmless ICS and its Affiliates and its and their respective directors, officers, employees, representatives and agents and their respective successors, heirs and assigns (the “ICS Indemnitees”) against any Losses incurred by or imposed upon ICS Indemnitees or any of them in connection with any Third Party Claims which arise out of: (a) the negligence or willful misconduct of Dyax in connection with this Agreement; (b) the breach of this Agreement by Dyax, (c) claims of patent, trademark, copyright or other infringement related to Products, or (d) storage, handling, use, non-use, demonstration, consumption, ingestion, digestion, manufacture, production and assembly of Products and their transportation to ICS (except to the extent that such activities are actually conducted by ICS), in each case except for those Losses for which ICS has an obligation to indemnify Dyax pursuant to Section 10.2(a), as to which Losses each party shall indemnify the other to the extent of its respective liability for such Losses.
