Indemnification by Isis. Isis will indemnify, defend and hold Alnylam and its Affiliates and each of their respective agents, employees, officers and directors (the “Alnylam Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) arising out of Third Party claims or suits related to (a) Isis’ performance of its obligations under this Agreement; (b) breach by Isis of its representations and warranties set forth in Article 15; or (c) the discovery, development, manufacture, use, importation or commercialization (including marketing and sale) of Isis Products, Isis Extended Field Products or Isis Exclusive Target Products.
Indemnification by Isis. Isis will indemnify, defend and hold harmless Biogen Idec 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 Isis, its Affiliates or Sublicensees or its or their respective directors, officers, employees and agents, in connection with Isis’ 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 Isis 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 Isis or its Affiliates or Sublicensees (which will exclude any Development or Manufacturing activities that are conducted by or on behalf of Biogen Idec pursuant to this Agreement); or
9.2.4. any development, manufacturing or commercialization activities that are conducted by or on behalf of Isis or its Affiliates or Sublicensees with respect to a Discontinued Product. 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 Idec or its Affiliates, licensees, Sublicensees or contractors and its or their respective directors, officers, employees and agents or other circumstance for which Biogen Idec has an indemnity obligation pursuant to Section 9.1.
Indemnification by Isis. Isis agrees to defend Bayer, its Affiliates and their respective directors, officers, employees and their respective successors, heirs and assigns (collectively, the “Bayer Indemnitees”), and will indemnify and hold harmless the Bayer Indemnitees, from and against any Losses arising out of Third Party Claims brought against any Bayer Indemnitee and resulting from or occurring as a result of: (a) any activities that an Isis employee, consultant, Affiliate, Sublicensee, or (sub)contractor has undertaken in respect of Products either prior to the Effective Date or outside the scope of this Agreement, or in the performance of the activities Isis agreed to perform under this Agreement, including, the Manufacture, Development or Commercialization of any Product or Discontinued Product, or (b) any breach by Isis of any of its representations, warranties or covenants pursuant to this Agreement; except in any such case to the extent such Losses result from: (i) the negligence or willful misconduct of any Bayer Indemnitee, (ii) any breach by Bayer of any of its representations, warranties, covenants or obligations pursuant to this Agreement, or (iii) any breach of Applicable Law by any Bayer Indemnitee.
Indemnification by Isis. Isis will indemnify, hold harmless, and defend Genzyme, its Affiliates and their respective directors, officers, employees and agents (“Genzyme Indemnitees”) from and against any and all Losses arising out of or resulting from, (a) 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, (b) actions taken by Isis with respect to Mipomersen, the Product, the Licensed IP or the Product-Specific Patents prior to the Execution Date, and (c) the gross negligence or willful misconduct by Isis, its Affiliates, and their respective directors, officers, employees and agents. Isis will have no obligation to indemnify the Genzyme 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 Genzyme in this Agreement, or any breach or violation of any covenant or [**] = 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. agreement of Genzyme in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Genzyme Indemnitees.
Indemnification by Isis. ISIS will indemnify, defend and hold ATL and its Affiliates and each of their respective agents, employees, officers and directors (the "ATL Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney's fees) arising out of Third Party claims or suits related to (a) ISIS' performance of its obligations under this Agreement; or (b) breach by ISIS of its representations and warranties set forth in Article 13; PROVIDED HOWEVER, that ISIS' obligations pursuant to this Section 11.2 will not apply to the extent that such claims or suits result from the gross negligence or willful misconduct of any of the ATL Indemnitees. Notwithstanding the foregoing, ISIS will have no obligation to indemnify the ATL Indemnitees with respect to claims arising out of a breach by ATL of its representations and warranties set forth in Sections 3.5(b)(i) and 13.1.
Indemnification by Isis. Isis shall indemnify MBI for all Losses incurred by MBI as a result of: (a) Isis's breach of this Agreement, including representations and warranties, or (b) any claim for death or personal injury which shall have been caused or alleged to have been caused by any negligence on the part of Isis arising out of the manufacture, sale or use of the Licensed Products, including claims based on strict liability or other tort cause of action.
Indemnification by Isis. Isis will defend and indemnify the Foundation and its Affiliates, members, directors, officers, employees, representatives, consultants, agents and service providers (collectively, the “Foundation Indemnified Parties”), against any and all costs, damages, expenses (including reasonable legal fees) and losses suffered by any Foundation Indemnified Party in connection with any Third Party action, assessment, claim, demand, proceeding or suit to the extent arising or resulting from (i) Isis’ negligence or willful misconduct; (ii) Isis’ breach of this Agreement; (iii) the storage, distribution or use of a Project Compound by Isis or any collaborator of Isis (other than the Foundation) or (iv) the activities of Isis in the course of Isis’ performance of the Research, including activities which infringe upon, violate or misappropriate, or are alleged to infringe upon, violate or misappropriate, the Intellectual Property rights of a Third Party (but (A) excluding all activities that infringe upon, violate or misappropriate, or are alleged to infringe upon, violate or misappropriate, the Intellectual Property rights of a Third Party if (1) in accordance with Section 16(a)(vi) of this Agreement, the Foundation consented to the use or practice, as the case may be, of such Third Party Intellectual Property by Isis in the conduct of such activities or (2) in accordance with Section 3(b)(ii) of this Agreement, Isis notified the Foundation with respect to the to the use or practice, as the case may be, of such Third Party Intellectual Property by Isis in the conduct of such activities and the Foundation did not exercise, within 90 days of the Foundation’s receipt of Isis’ notice, its right to terminate the applicable Project(s) or this Agreement and (B) only to the extent such claim does not result from, or arise out of, an action for which the Foundation is obligated to indemnify Isis pursuant to Section 20(a) of this Agreement). For clarity, the Parties agree that the parenthetical clause in the immediately preceding sentence is not intended to obviate or otherwise limit the possibility that both Isis and the Foundation may be determined to be joint tort-feasors and, therefore, share liability.
Indemnification by Isis. Isis will indemnify, defend and hold harmless GSK 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:
8.2.1. the negligence, recklessness or wrongful intentional acts or omissions of Isis and/or any of its Affiliates and/or its or their respective directors, officers, employees and agents, in connection with Isis’ performance of its obligations or exercise of its rights under this Agreement;
8.2.2. any breach of any representation or warranty or express covenant made by Isis under ARTICLE 7 or any other provision under this Agreement;
8.2.3. the discovery, Development or Manufacturing activities conducted by or on behalf of Isis (which will exclude any Development or Manufacturing activities conducted by or on behalf of GSK pursuant to this Agreement), including the storage and handling and manufacture by and/or on behalf of Isis and/or its Affiliates and/or its Sublicensees or subcontractors of any Compounds for the purpose of Development or Commercialization by or on behalf of Isis or GSK under this Agreement; or
8.2.4. the Commercialization of any Discontinued Products by or on behalf of Isis and/or its Affiliates or Sublicensees; 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 GSK and/or its Affiliates, licensees, Sublicensees or contractors and its or their respective directors, officers, employees and agents for which GSK is required to indemnify Isis pursuant to Section 8.1.
Indemnification by Isis. Isis will indemnify, defend and hold harmless JBI 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 Isis, its Affiliates or Sublicensees or its or their respective directors, officers, employees and agents, in connection with Isis’ 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 Isis under ARTICLE 8 or any other provision under this Agreement; or
9.2.3 any development, manufacturing or commercialization activities that are conducted by or on behalf of Isis or its Affiliates or Sublicensees with respect to a Discontinued Product. 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 JBI or its Affiliates, licensees, Sublicensees or contractors and its or their respective directors, officers, employees and agents or other circumstance, in each case for which JBI has an indemnity obligation pursuant to Section 9.1.
Indemnification by Isis. Isis will indemnify, defend and hold Celera and its Affiliates and each of their respective agents, employees, officers and directors (the "Isis Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney's fees) arising out of Third Party claims or suits related to (a) Isis's performance of its obligations under this Agreement; or (b) breach by Isis of its representations and warranties set forth in Sections 12.3; provided however, that Isis's obligations pursuant to this Section 10.2 will not apply to the extent that such claims or suits result from the gross negligence or willful misconduct of any of the Celera Indemnitees. Notwithstanding the foregoing, Celera will have no obligation to indemnify the Celera Indemnitees with respect to claims arising out of a breach by Celera of its representations and warranties set forth in Section 12.3.
