Common use of Indemnification by Hospira Clause in Contracts

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 indemnify, defend and hold harmless Theravance and Cempra, its Affiliates Affiliates, and their respective respective, officers, directors, employeesagents, contractors, consultants servants and agents employees (each, a “Theravance Cempra Indemnitee”) from and harmless against any and all claims, losses, damagesactions, liabilitiesdamages (including injuries to, or death of any person, or injury to, or destruction of, property), liabilities and expenses and costs, (including reasonable legal expense attorneys fees) and attorneys’ fees costs of investigating and defending against lawsuits, complaints, actions or other pending or threatened litigation (“Losses”), ) to which any Theravance Cempra Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (a “Claim”) against a Theravance Cempra Indemnitee to the extent arising out of or resulting, directly or indirectly, from: attributable to (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 Processpersonal injury, the API Specificationsincluding death, the Excipient Specifications, the Product Specifications, API, Excipient or Product); or (c) caused by any negligent or wrongful act or omission omission, breach of this Agreement, or failure to comply with Product Specifications, cGMP, or Applicable Law on the part part, in each case, of Hospira, its Affiliates, or any of its or its Affiliates’ employees, agents agents, contractors, or representatives and which relates to or (b) any alleged or actual infringement or misappropriation of any Third Party Intellectual Property arising from the performance of the Project or manufacture of Product hereunder by Hospira’s performance hereunder. Notwithstanding anything to the contrary herein, the foregoing indemnity shall not apply but only to the extent such Claims are not based on (i) the composition of matter of the Drug or, to the extent reflecting the portion of the Product Specifications provided by Cempra (and not provided or proposed by Hospira), Product, (ii) the Manufacturing Process, or (iii) any process specifically proposed, or described in the portion of the Product Specifications provided by Cempra; except, in each case, to the extent such Claims or Losses arise out of or result from the negligence or willful misconduct of any material Cempra Indemnitee or the breach by Cempra of the representations, warranties and covenants any express warranty or representation made by Theravance under Cempra in this Agreement, or Theravance’s negligent or wrongful acts or omissions or willful misconduct.

Indemnification by Hospira. Hospira shall indemnify and hold harmless Theravance and Genzyme, its Affiliates and their respective Affiliates, officers, directors, employees, contractors, consultants directors and agents (each, a “Theravance Indemnitee”) employees from and against any all claims, causes of action, suits, costs and all losses, damages, liabilities, expenses and costs, (including reasonable legal expense and attorneys’ fees (“Losses”attorney’s fees), to which any Theravance Indemnitee may become subject as a result losses or liabilities of any claim, demand, action kind related to this Master Agreement or other proceeding any relevant Project SOW and asserted by any Third Party (a “Claim”) against a Theravance Indemnitee arising Parties to the extent such arise out of or resulting, directly or indirectly, from: are attributable to (a) Hospira’s breach of this Master Agreement, any relevant Project SOW, or any representation or warranty set forth in Section 8.2(a-d) and Section 8.2(f); herein or therein, (b) any infringement violation of any proprietary right of any Third Party intellectual property right relating to Hospira’s manufacturing processes used in the manufacture Manufacture of Product the Products pursuant to this Master Agreement (excluding infringement due to adherence claims related to the Manufacturing ProcessBulk active ingredients or excipients), the API Specifications(c) any breach of Section 14.4 hereunder, the Excipient Specifications, the Product Specifications, API, Excipient or Product); or (cd) 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; provided, the foregoing indemnity however, that this indemnification shall not apply to the extent that such Losses arise out of claim results from Genzyme’s (or result from any material its agents’, employees’ or representatives’) breach of this Master [**] = 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 representations, warranties and covenants made by Theravance under this Commission. Agreement, any relevant Project SOW or Theravanceany warranty herein or therein, or Genzyme’s negligent (or wrongful acts its agents’, employees’ or omissions representatives’) negligence or willful misconduct.

Indemnification by Hospira. Hospira shall indemnify and hold harmless Theravance and Company, its Affiliates and their respective Affiliates, officers, directorsdirectors and employees (collectively, employees, contractors, consultants and agents (each, a the “Theravance IndemniteeCompany Indemnitees”) from and against any all claims, causes of action, suits, costs and all losses, damages, liabilities, expenses and costs, (including reasonable legal expense and attorneys’ fees (“Losses”attorney’s fees), to which any Theravance Indemnitee may become subject as a result losses or liabilities of any claimkind related to this Agreement and asserted by Third Parties (collectively, demand, action or other proceeding by any Third Party (a “ClaimLiabilities”) against a Theravance Indemnitee arising to the extent such arise out of or resulting, directly or indirectly, fromare attributable to: (a) Hospira’s breach of any representation or warranty set forth in Section 8.2(a-d) and Section 8.2(f), or (b); (b) any infringement violation of any proprietary right 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)Agreement; or (c) any negligent or wrongful act or omission [ * ] on the part of Hospira, its employees, agents or representatives and which relates relate to Hospira’s performance hereunder. Notwithstanding anything to the contrary herein; provided, the foregoing indemnity however, Hospira shall not apply be obligated to indemnify Company Indemnitees to the extent such Losses arise out 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 result from lack of safety or efficacy of Product, except any material breach such Liability caused by or attributable to the fault of the representationsHospira, warranties and covenants made by Theravance under this Agreementits employees, agents or representatives, or Theravance’s negligent or wrongful acts or omissions or willful misconduct(iv) any [ * ] on the part of any Company Indemnitee.