Indemnification by Ipsen Sample Clauses
The "Indemnification by Ipsen" clause requires Ipsen to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to Ipsen. Typically, this means that if a third party brings a claim against the other party due to Ipsen’s breach of contract, negligence, or infringement of rights, Ipsen will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm caused by Ipsen’s conduct.
Indemnification by Ipsen. Ipsen agrees to indemnify, hold harmless and defend Nuvios and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Nuvios Indemnitees”) from and against any and all suits, claims, actions, demands, liabilities, expenses and/or loss, cost of defense (including without limitation reasonable attorneys’ fees, court costs, witness fees, damages, judgments, fines and amounts paid in settlement) and any other amounts (collectively, “Losses”) that any Nuvios Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Nuvios Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a breach of a representation or warranty or covenant by Ipsen under Article 14; (ii) a breach by Ipsen of any other provision of this Agreement or of any representation, warranty, covenant or other provision in any Related Agreement; (iii) the manufacture by or on behalf of Ipsen under Article 9; (iv) the use, development, handling or commercialization of any Licensed Compound, any Licensed Product or the Ipsen Formulation Technology by or on behalf of Ipsen or any of its Affiliates, licensees, sublicensees, distributors or contractors, or any of their respective employees or agents; or (iv) the gross negligence or willful misconduct of Ipsen, its Affiliates, licensees, sublicensees, distributors or contractors, or any of their respective employees or agents; provided, however, that Ipsen shall not be required to indemnify the Nuvios Indemnitees for any Losses pursuant to this Section 16.1 to the extent that (1) such Losses arise from Nuvios’ breach of any of the provisions of this Agreement or any Related Agreement, (2) such Losses arise or result from the gross negligence or willful misconduct of Nuvios or any of its Affiliates, licensees, sublicensees, contractors or distributors, or any of their respective agents or employees, or (3) ▇▇▇▇▇’▇ liability for such Losses is limited pursuant to Section 16.4.
Indemnification by Ipsen. Ipsen shall indemnify, defend and hold harmless Lexicon and its Affiliates, and its and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses, including the reasonable fees of attorneys and other professional Third Parties (collectively, “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon:
(a) the gross negligence, recklessness or wrongful intentional acts or omissions of Ipsen or its Affiliates and its or their respective directors, officers, employees and agents, in connection with ▇▇▇▇▇’▇ performance of its obligations or exercise of its rights under this Agreement;
(b) any breach of any representation, warranty or covenant made by Ipsen under this Agreement;
(c) any act or omission by Ipsen that results in a breach of any of Lexicon’s agreements with Lexicon Third Party licensors; or
(d) the research, development, manufacture or commercialization (including marketing and sale) by or for Ipsen, its Affiliates or sublicensees of the Compound or any Licensed Product, in each case for the Licensed Territory, including (i) any product liability, personal injury, property damage or other damage, and (ii) infringement of any patent or other intellectual property right of any Third Party (subject to the rights of Ipsen under Section 8.4(f) and excluding any such infringement Losses arising from a breach by Lexicon of its representations and warranties set forth in Section 11.2), in each case resulting from any of the foregoing activities described in this Section 14.1.
Indemnification by Ipsen. Subject to the remainder of this Article 11, Ipsen will defend, indemnify, and hold Exicure, its Affiliates, subcontractors, licensees and sublicensees, and each of their respective officers, directors, employees, and agents (the “Exicure Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any [***], all to the extent resulting from any Claims brought by such Third Party against such Exicure Indemnitee that arise from or are based on: (a) the Exploitation of Licensed SNAs or Licensed Products by Ipsen or its Affiliates in the Territory; (b) a breach of any of ▇▇▇▇▇’▇ representations, warranties or obligations under this Agreement; (c) the willful misconduct or grossly negligent acts of Ipsen or its Affiliates; or (d) violation of Applicable Law by any Ipsen Indemnitees; excluding, in each case ((a), (b), (c) and (d)), any damages or other amounts for which Exicure has an obligation to indemnify any Ipsen Indemnitee pursuant to Section 11.1.