Indemnification by Hospira. Hospira shall indemnify and hold harmless Theravance and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, a “Theravance Indemnitee”) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which any Theravance Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (a “Claim”) against a Theravance Indemnitee arising or resulting, directly or indirectly, from: (a) Hospira’s breach of any representation or warranty set forth in Section 8.2(a-d) and Section 8.2(f); (b) any infringement of any Third Party intellectual property right relating to Hospira’s manufacturing processes used in the manufacture of Product pursuant to this Agreement (excluding infringement due to adherence to the Manufacturing Process, the API Specifications, the Excipient Specifications, the Product Specifications, API, Excipient or Product); or (c) any negligent or wrongful act or omission on the part of Hospira, its employees, agents or representatives and which relates to Hospira’s performance hereunder. Notwithstanding anything to the contrary herein, the foregoing indemnity shall not apply to the extent such Losses arise out of or result from any material breach of the representations, warranties and covenants made by Theravance under this Agreement, or Theravance’s negligent or wrongful acts or omissions or willful misconduct.
Indemnification by Hospira. Hospira shall Indemnify Pfenex or any of its Affiliates or any of their respective directors, officers, employees, agents or representatives (the “Pfenex Indemnitees”) from and against any and all Losses resulting from Third Party Claims against any Pfenex Indemnitee arising out of (i) any breach by Hospira of any of its obligations or representations and warranties hereunder, (ii) the gross negligence, recklessness or willful misconduct by Hospira or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives in connection with the performance of this Agreement, (iii) any violation by Hospira or any of its Affiliates and any of their respective officers, directors, employees, agents or representatives of any Applicable Laws applicable to the performance of Hospira’s obligations under this Agreement, or (iv) the development, manufacture, handling, use, storage, import, transport, promotion, marketing, advertising, distribution or sale of Product by Hospira or any of its employees, agents or Affiliates. Hospira’s obligation to Indemnify the Pfenex Indemnitees pursuant to this Section 11.2 shall not apply to the extent such Losses are attributable to a cause or event described in clause (i), (ii) or (iii) of Section 11.1.
Indemnification by Hospira. Except as otherwise specifically set forth in any provision of this Agreement or of any Principal Ancillary Agreement, Hospira shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each of the Abbott Indemnitees from and against all Hospira Indemnity Obligations.
Indemnification by Hospira. Hospira shall indemnify and hold harmless Company, its Affiliates, officers, directors and employees 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 Agreement and asserted by third parties to the extent such arise out of or are attributable to: (a) Hospira's breach of any representation or warranty set forth in Section 8.2; (b) any violation of any proprietary right of any Third Party relating to Hospira's manufacturing processes used in the manufacture of Product pursuant to this Agreement (excluding the Active Pharmaceutical Ingredient Specifications, Product Specifications, API, Drug or Product); or (c) any negligent or wrongful act or omission on the part of Hospira, its employees, agents or representatives and which relate to Hospira's performance hereunder.
Indemnification by Hospira. Hospira agrees to indemnify, defend and hold harmless the Orchid Indemnitees from and against any and all Third Party claims, and any and all losses, damages, liabilities, and reasonable costs (including court costs and reasonable attorneys’ fees) arising therefrom, where and to the extent that such Third Party claims arise out of or are attributable to: (a) any breach of any representation, warranty or covenants by Hospira hereunder; or (b) any negligent or intentionally wrongful act or omission by any Hospira Indemnitee in connection with the Products.
Indemnification by Hospira. Hospira shall indemnify and hold harmless Kythera, its Affiliates, officers, directors and employees 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 Agreement and asserted by third parties to the extent such arise out of or are attributable to: (a) Hospira’s breach of any representation or warranty set forth in Section 8.2(a) or Section 8.2(b); (b) any violation of any proprietary right of any Third Party relating to Hospira’s manufacturing processes used in the manufacture of Product pursuant to this Agreement (excluding the API Specifications, Product Specifications, API, Drug or Product); or (c) any negligent or wrongful act or omission on the part of Hospira, its employees, agents or representatives and which relate to Hospira’s performance hereunder.
Indemnification by Hospira. Hospira shall indemnify and hold harmless Durata, its Affiliates, officers, directors and employees 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 Agreement and asserted by Third Parties (“Losses”) to the extent such arise out of or are attributable to: (a) Hospira’s breach of any express representation or warranty set forth in Section 8.2; (b) any violation of any proprietary right of any Third Party relating to Hospira’s manufacturing processes used in the manufacture of Product pursuant to this Agreement (excluding the API Specifications, Product Specifications, API, Drug or Product); or (c) any negligent or wrongful act or omission or willful misconduct on the part of Hospira, its employees, agents or representatives. Notwithstanding anything to the contrary herein, the foregoing indemnity shall not apply to the extent such Losses arise out of or result from any material breach of the representations, warranties and covenants made by Durata under this Agreement, or Durata’s negligent or wrongful acts or omissions or willful misconduct.
Indemnification by Hospira. Hospira shall indemnify, defend and hold harmless Abbott, its affiliates, officers, directors and employees from and against all claims, causes of action, suits, costs and expenses (including reasonable attorney's fees), losses or liabilities pursuant to this Agreement and asserted by Third Parties to the extent such arise out of, result from or relate to: (i) Hospira's breach of any representation or warranty set forth in SECTION 3.1(b); (ii) any violation or infringement of any proprietary right of any Third Party to the extent relating to, arising out of or resulting from the Exhibit D Products, other than Xxxxxx'x manufacturing processes used in the manufacture of Products pursuant to this Agreement; (iii) the use of or lack of safety or efficacy of the Exhibit D Products; and (iv) any negligent, wrongful act, or willful misconduct or omission on the part of Hospira, its officers, directors, employees, agents or representatives relating to Hospira's performance hereunder.
Indemnification by Hospira. Hospira shall, to the fullest extent permitted by law, indemnify, defend and hold Distributor harmless against and in respect of any Liabilities relating to, arising out of, or resulting from: (i) Distributor's performance of this Agreement; and (ii) the Delayed Ex-U.S. Commercial Assets and Delayed Ex-U.S. Commercial Liabilities held by Distributor; PROVIDED, HOWEVER, that Hospira shall not be required to indemnify Distributor to the extent any such Liabilities relate to, arise out of, or result from the gross negligence or willful misconduct of Distributor in performing this Agreement.
Indemnification by Hospira. Hospira shall indemnify and hold harmless Company, its Affiliates, officers, directors and employees (collectively, the “Company Indemnitees”) 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 Agreement and asserted by Third Parties (collectively, “Liabilities”) to the extent such arise out of or are attributable to: (a) Hospira’s breach of any representation or warranty set forth in Section 8.2(a), or (b); (b) any violation of any proprietary right of any Third Party relating to Hospira’s manufacturing processes used in the manufacture of Product pursuant to this Agreement; or (c) any [ * ] on the part of Hospira, its employees, agents or representatives and which relate to Hospira’s performance hereunder; provided, however, Hospira shall not be obligated to indemnify Company Indemnitees to the extent that any Liability arises from (i) Company’s breach of any representation or warranty set forth in Section 8.1(a), (b), (c) or (e), (ii) any violation of any proprietary right of any Third Party relating to the Active Pharmaceutical Ingredient Specifications, Product Specifications, API, Drug or Product, (iii) the use of or lack of safety or efficacy of Product, except any such Liability caused by or attributable to the fault of Hospira, its employees, agents or representatives, or (iv) any [ * ] on the part of any Company Indemnitee.
