Indemnification by Genzyme. 10.2.1 Genzyme shall defend, indemnify and hold Veracyte, its Affiliates and their respective officers, directors and employees harmless from and against any Liabilities that arise from any claim, lawsuit or other action by a third party resulting from (i) the promotion, marketing or detailing of the Test by Genzyme or its Affiliates, (ii) a breach by Genzyme of its covenants or the terms and conditions of this Agreement or any negligence or misconduct of Genzyme or its Affiliates or their respective employees, agents or subcontractors, (iii) an inaccuracy of any of Genzyme’s representations and warranties under this Agreement or (iv) the infringement or other violation of any third party trademarks with respect to the use by Veracyte of the Genzyme Trademarks in accordance with the terms and conditions of this Agreement. The foregoing obligations shall not apply to the extent that such Liabilities result from the gross negligence or wilful misconduct of Veracyte or its Affiliates. For the avoidance of doubt, Genzyme will not indemnify Veracyte and its Affiliates for any Liabilities resulting from an actual or alleged infringement of a patent, trademark or other Intellectual Property Right of a third party related to making, using or processing the Test.
10.2.2 Veracyte shall promptly notify Genzyme of any liability in respect of which Veracyte intends to claim such indemnification, and Genzyme shall assume and have exclusive control over the defense thereof with counsel selected by Genzyme; provided, however, that Veracyte shall have the right to fully participate in any such action or proceeding and to retain its own counsel, at its own expense, if representation of Veracyte by the counsel retained by Genzyme would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between Veracyte and Genzyme or any other party represented by such counsel in such proceedings. The failure to deliver notice to Genzyme within a reasonable time after the commencement of such action shall relieve Genzyme of its indemnification obligations hereunder only to the extent such failure is prejudicial to Genzyme’s ability to defend such action.
Indemnification by Genzyme. Genzyme will indemnify, hold harmless, and defend Isis, its Affiliates, and their respective directors, officers, employees and agents (“Isis Indemnitees”) from and against any and all action, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees) arising from a claim, suit, proceeding or other action of a Third Party (collectively, “Losses”) arising out of or resulting from, (a) any breach of, or inaccuracy in, any representation or warranty made by Genzyme in this Agreement, or any breach or violation of any covenant or agreement of Genzyme in or pursuant to this Agreement, and (b) the gross negligence or willful misconduct by or of Genzyme, its Affiliates and their respective directors, officers, employees and agents. This indemnification excludes Losses arising out of Third Party Infringement Claims resulting from Genzyme’s exercise in accordance with the terms of this Agreement of any intellectual property rights granted by Isis hereunder, including Genzyme’s exercise of its rights under the Product-Specific Patents. Furthermore, Genzyme will have no obligation to indemnify the Isis Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Isis in this Agreement, or any breach or violation of any covenant or agreement of Isis in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Isis Indemnitees.
Indemnification by Genzyme. Genzyme shall indemnify and hold harmless Hospira, its Affiliates, officers, directors and employees harmless from and against all claims, causes of action, suits, costs and expenses (including reasonable attorney’s fees), losses or liabilities of any kind related to this Master Agreement or any relevant Project SOW and asserted by Third Parties to the extent such arise out of or are attributable to (a) Genzyme’s breach of this Master Agreement, any relevant Project SOW, or any representation or warranty set forth herein or therein; (b) any violation of any proprietary right of any Third Party relating to the Bulk and expressly excluding all other Third Party proprietary rights, including those incorporated in Hospira’s processes used in the Manufacture of the Products pursuant to this Master Agreement; (c) any use of, or lack of safety or efficacy of Bulk or the Products that is attributed to Genzyme’s actions or failure to act; or (d) any negligent or wrongful act or omission on the part of Genzyme, its employees, agents or representatives and which relate to Genzyme’s performance hereunder; provided, however, that this indemnification shall not apply to the extent that such claim results from Hospira’s (or its agents’, employees’ or representatives’) breach of this Master Agreement, any relevant Project SOW or breach of any warranty herein or therein, or Hospira’s (or its agents’, employees’ or representatives’) negligence or willful misconduct.
Indemnification by Genzyme. Genzyme will indemnify, hold harmless and defend Voyager, its Related Parties, and their respective directors, officers, employees and agents (“Voyager Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) arising out of or resulting from, directly or indirectly, (a) any breach of, or inaccuracy in, any representation or warranty made by Genzyme in this Agreement, or any breach or violation of any covenant or agreement of Genzyme in or in the performance of this Agreement or (b) the gross negligence or willful misconduct by or of Genzyme and its Related Parties, and their respective directors, officers, employees and agents in the performance of Genzyme’s obligations under this Agreement. Genzyme will have no obligation to indemnify the Voyager Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Voyager in this Agreement, or any breach or violation of any covenant or agreement of Voyager in or in the performance of this Agreement, or the negligence or willful misconduct by or of any of the Voyager Indemnitees, or matters for which Voyager is obligated to indemnify Genzyme under Section 10.2 (Indemnification by Voyager).
Indemnification by Genzyme. Except as set forth in Section 13.1 hereof, and except to the extent caused by Wyeth's or its Affiliates', or licensees' negligent, reckless or willful acts or omissions, Genzyme shall indemnify, defend and hold Wyeth and its directors, officers, employees, agents and Affiliates harmless from and against any Damages incurred or suffered as the result of Third Party claims, demands, or judgments, to the extent arising out of or relating to: (a) any activities relating to any Synvisc Product, including without limitation the development, manufacture, storage, distribution, promotion, and commercialization of Products, that are performed by or on behalf of Genzyme, its Affiliates, or licensees after the Closing; (b) any Product Liability relating to any Synvisc Product sold by Genzyme after the Closing, and (c) any material breach of any covenant, agreement, representation or warranty of Genzyme contained in this Agreement. The indemnification obligations arising in connection with the breach of any representation or warranty by Genzyme shall expire upon the expiration of the applicable representation or warranty as set forth in Section 10.7, or, if later, with respect to any claim brought under this Section 13.2 prior to the expiration date of the applicable representation and warranty, until the final adjudication of such claim. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Indemnification by Genzyme. Genzyme agrees to indemnify and hold Wyeth harmless from any and all Claims suffered or paid as a result of (i) the services or Assignment of the Employees, including without limitation any claim against Wyeth by a third party based upon the legal doctrine of RESPONDEAT SUPERIOR or any similar cause of action arising out of or related to the acts of the Employees, solely to the extent that such Claims arise from or are the result of the direction or requests of Genzyme regarding the assigned duties and activities of the Employees pursuant to Section 1.1 above or, (ii) Genzyme's willful misconduct or grossly negligent conduct in relation to the services or Assignment of the Employees.
Indemnification by Genzyme. Genzyme shall indemnify, defend and hold harmless Focal and its Affiliates, employees, officers and directors, and each of their respective successors and assigns (each, a "Focal Indemnified Party") from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys' fees), subject to the limitations in Section 14.5 (collectively, a "Liability"), which the Focal Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with a claim by a Third Party relating to (a) the breach by Genzyme of any covenant, representation or warranty contained in this Agreement, (b) any negligent or willful act or omission by Genzyme in connection with Genzyme's manufacture, promotion, marketing, distribution or sale of the Systems, or (c) interactions and communications by Genzyme with governmental authorities in connection with such promotion and advertising.
Indemnification by Genzyme. Genzyme hereby agrees, at its sole cost and expense, to defend, hold harmless and indemnify, to the extent permitted by Applicable Law, (collectively, “Indemnify”) Semnur and its Affiliates and their respective directors, officers and employees of such Persons and the respective successors and assigns of any of the foregoing (the “Semnur Indemnitees”) from and against any and all liabilities, damages, penalties, fines, costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Liabilities”) resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”) against any Semnur Indemnitee and arising from or occurring as a result of: (a) any material breach of any of Genzyme’s obligations, representations, warranties set forth in this Agreement; or (b) the gross negligence or willful misconduct of a Genzyme Indemnitee under this Supply Agreement. Genzyme’s obligation to Indemnify the Semnur Indemnitees pursuant to this Section 9.1.1 shall not apply to the extent that any such Liabilities are the result of a material breach by Semnur of its obligations, representations, warranties or covenants under this Supply Agreement or Semnur’s gross negligence or willful misconduct.
Indemnification by Genzyme. 28 14.2 Indemnification by R&D and Techne.................................29 15.
Indemnification by Genzyme. (a) Genzyme hereby indemnifies R&D and Techne and agrees to hold harmless and, at R&D's or Techne's request, defend R&D, Techne and R&D's subsidiaries, and the affiliates, directors, officers, employees, agents and independent contractors of each, against and in respect of any and all damages, losses, deficiencies, liabilities, orders, claims, fines, judgments, costs, fees and expenses, including, without limitation, reasonable legal, accounting and other fees and expenses (collectively, "Damages"), incurred or suffered by R&D or Techne as a result of: (i) any breach by Genzyme of any representation or warranty made by it contained in this Agreement or in any other document delivered pursuant hereto; (ii) any other breach or violation by Genzyme of any covenant, agreement, term or condition of this Agreement or the Stockholder's Rights Agreement or in any other document delivered pursuant hereto; (iii) any employment-related lawsuit, action, charge or complaint overtly threatened, brought or filed against Genzyme prior to the date of Closing; (iv) any grossly negligent act or omission or willful misconduct of Genzyme or Genzyme's employees, agents or independent contractors, including but not limited to any act or omission that contributes to (A) any personal injury, sickness, disease or death, (B) any damage to or destruction of any property of R&D or any loss of use resulting therefrom or (C) any violation of any statute, ordinance or regulation; (v) any sales or use of the Genzyme Products or Technology by Genzyme prior to the Closing (including any claim of infringement for sales prior to the Closing); (vi) the termination or transfer of any employee of the Business (other than employees in the United Kingdom, France and Germany) in connection with the Transaction; (vii) any claims arising from the termination by Genzyme of any of its suppliers, independent contractors, dealers or distributors of the Business in connection with the Transaction, including claims of tortious interference with contractual or business relations or a substantially similar cause of action; or (viii) any actions, suits, proceedings, demands, assessments or judgments incident to any of the foregoing.
(b) Techne and R&D shall be paid or reimbursed the amount which would be required to put them in the position that they would have been in had such representation or warranty been true and correct as of the date made or had such covenant, agreement, term or condition been performe...
