Indemnification by Ionis Sample Clauses
Indemnification by Ionis. Ionis will indemnify, defend and hold harmless Praxis and its Affiliates, and its or their respective directors, officers, employees and agents (each, a “Praxis Indemnitee”), from and against any and all Losses arising out of or resulting from any and all Claims based on:
12.2.1 the negligence, recklessness or willful misconduct of Ionis and/or its Affiliates and its or their respective directors, officers, employees and agents, in connection with Ionis’ performance of its obligations or exercise of its rights under this Agreement;
12.2.2 any breach of any representation or warranty or express covenant made by Ionis in this Agreement; or
12.2.3 the Research of Products by and/or on behalf of Ionis; except, in each case above, to the extent such Losses arose out of or resulted from (a) the gross negligence or willful misconduct of any Praxis Indemnitee, (b) any breach by Praxis of any of its representations, warranties or covenants in this Agreement, or (c) any breach of Applicable Law by any Praxis Indemnitee.
Indemnification by Ionis. Ionis will indemnify, defend and hold harmless Biogen and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all Losses arising out of or resulting from any and all Claims based upon:
9.2.1. the gross negligence or willful misconduct of Ionis, its Affiliates or Sublicensees or its or their respective directors, officers, employees and agents, in connection with Ionis’ performance of its obligations or exercise of its rights under this Agreement;
9.2.2. any breach of any representation or warranty or express covenant made by Ionis under ARTICLE 8 or any other provision under this Agreement;
9.2.3. any Development or Manufacturing activities that are conducted by or on behalf of Ionis or its Affiliates or Sublicensees (which will exclude any Development or Manufacturing activities that are conducted by or on behalf of Biogen pursuant to this Agreement); or
9.2.4. any development, manufacturing or commercialization activities that are conducted by or on behalf of Ionis or its Affiliates or Sublicensees with respect to a Discontinued Product or the exercise of its rights under the Biogen Background Technology, except, in each case above, to the extent such Claim arose out of or resulted from or is attributable to any acts or omissions of Biogen or its Affiliates, licensees, Sublicensees or contractors and its or their respective directors, officers, employees and agents or other circumstance for which Biogen has an indemnity obligation pursuant to Section 9.1.
Indemnification by Ionis. Ionis will indemnify, defend and hold harmless Biogen and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all Losses arising out of or resulting from any and all Claims based upon:
9.2.1. the gross negligence or willful misconduct of Ionis, its Affiliates or Sublicensees or its or their respective directors, officers, employees and agents, in connection with Ionis’ performance of its obligations or exercise of its rights under this Agreement;
9.2.2. any breach of any representation or warranty or express covenant made by Ionis under ARTICLE 8 or any other provision under this Agreement;
9.2.3. any Development or Manufacturing activities that are conducted by or on behalf of Ionis or its Affiliates or Sublicensees (which will exclude any Development or Manufacturing activities that are conducted by or on behalf of Biogen pursuant to this Agreement); or
Indemnification by Ionis. Ionis is, to the extent authorized under applicable law, liable for and agrees to indemnify and defend ProQR from any liability, damage and loss, incurred by ProQR in connection with Third Party claims to the extent such claims arise out of or result in whole or in part from (a) any breach by Ionis of this Agreement or applicable laws, (b) the negligence or willful malfeasance of Ionis, or (c) the Manufacture, Development, Commercialization or use of any Discontinued Product by Ionis. Ionis shall have no obligation to indemnify and hold ProQR harmless from liability as described in this Section 9.2, to the extent the liability, loss or damage arises out of or results in whole or in part from (a) a breach by ProQR of this Agreement or applicable laws or (b) the negligence or willful malfeasance of ProQR.
Indemnification by Ionis. Ionis will indemnify, defend and hold harmless Biogen and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all Losses arising out of or resulting from any and all Claims based upon:
9.2.1. the gross negligence or willful misconduct of Ionis, its Affiliates or Sublicensees or its or their respective directors, officers, employees and agents, in connection with Ionis’ performance of its obligations or exercise of its rights under this Agreement; 9.
Indemnification by Ionis. Ionis will indemnify, defend and hold harmless Dynacure and its Affiliates, and its or their respective directors, officers, employees and agents (each, an “Dynacure Indemnitee”), from and against any and all Losses arising out of or resulting from any and all Claims based upon:
(a) the negligence, recklessness or willful misconduct of Ionis, its Affiliates and/or licensors and its or their respective directors, officers, employees and agents, in connection with Ionis’ performance of its obligations or exercise of its rights under this Agreement;
(b) any breach of any representation or warranty or express covenant made by Ionis in this Agreement; or
(c) the activities that are conducted by and/or on behalf of Ionis or its Affiliates pursuant to the Research Plan, except, in each case above, to the extent such Losses arose out of or resulted from (i) the gross negligence or willful misconduct of any Dynacure Indemnitee, (ii) any breach by Dynacure of any of its representations, warranties, or covenants in this Agreement, or (iii) any breach of Applicable Law by any Dynacure Indemnitee.
Indemnification by Ionis. Ionis will indemnify, defend and hold harmless Roche and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all Losses arising out of or resulting from any and all Claims based upon:
12.2.1. the gross negligence or willful misconduct of Ionis, its Affiliates or Sublicensees or its or their respective directors, officers, employees and agents, in connection with Ionis’ performance of its obligations or exercise of its rights under this Agreement; 12.