Indemnification by Ligand. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Distribution Time, Ligand shall indemnify, defend and hold harmless the OmniAb Indemnitees from and against any and all Indemnifiable Losses of the OmniAb Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Ligand Retained Liabilities, including the failure of any member of the Ligand Group or any other Person to pay, perform or otherwise discharge any Ligand Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Distribution Time, (b) any Ligand Retained Asset or Ligand Retained Business, whether arising prior to, at or after the Distribution Time, or (c) any breach by Ligand of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.
Indemnification by Ligand. Ligand shall indemnify, defend, and hold Chiva and its Affiliates, sublicensees, agents, employees, officers, and directors (the “Chiva Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including without limitation reasonable attorneys’ fees) arising out of Third Party claims or suits related to breach by Ligand of any of its representations, warranties, or covenants under this Agreement; provided, however, that Ligand’s obligations pursuant to this Section 9.2 will not apply to the extent such claims or suits result from the negligence or willful misconduct of any of the Chiva Indemnitees or breach by Chiva of its representations, warranties, or covenants set forth in this Agreement, or to the extent that Chiva has indemnification obligations with respect to such claims or suits under Section 9.1.
Indemnification by Ligand. Ligand shall indemnify, defend, and hold Licensee and its Affiliates, Sublicensees, agents, employees, officers, and directors (the “Licensee 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) breach by Ligand of any of its representations, warranties, or covenants under this Agreement; and (b) the negligence or willful misconduct of Ligand or its Affiliates, and its or their directors, officers, agents, employees, or consultants; provided, however, that Ligand’s obligations pursuant to this Section 8.2 will not apply to the extent such claims or suits result from the negligence or willful misconduct of any of the Licensee Indemnitees or breach by Licensee of its representations, warranties, or covenants set forth in this Agreement, or to the extent that Licensee has indemnification obligations with respect to such claims or suits under Section 8.1.
Indemnification by Ligand. Ligand shall defend, indemnify and hold Co-Promotion Partner and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all Damages arising out of: (a) any breach by Ligand of any representation, warranty or covenant contained in this Agreement; (b) any personal injury (including death) and/or property damage resulting from the handling, possession or use of the Product; and (c) any other liability arising out of the manufacture, marketing, sale, labeling, distribution or use of the Product, including without limitation, any actual or alleged infringement of any trademarks (excepting infringement arising from the use of Co-Promotion Partner Trademarks as set forth in Section 12.1(c)), know-how, trade secrets, patent rights or other intellectual property rights of any Person or any violation of Applicable Laws and Regulations, including any failure to manufacture the Product in accordance with Good Manufacturing Practice; provided, however, that Ligand shall not be required to indemnify Co-Promotion Partner with respect to any Damages hereunder to the extent the same is caused by any negligent act or omission or intentional misconduct by Co-Promotion Partner or any of its Affiliates or is otherwise covered by Co-Promotion Partner's indemnification obligation in Section 12.1.
Indemnification by Ligand. Ligand shall indemnify, defend, and hold Chiva and its Affiliates, sublicensees, agents, employees, officers, and directors (the “Chiva Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including without limitation reasonable attorneys’ fees) arising out of Third Party claims or suits related to (a) breach by Ligand of any of its representations, warranties, or covenants under this Agreement or (b) activities conducted by or on behalf of Ligand or its Affiliates or sublicensees with respect to the Licensed Products outside the applicable Field or applicable Territory or prior to the Effective Date; provided, however, that Ligand’s obligations pursuant to this Section 9.2 will not apply to the extent that Chiva has indemnification obligations with respect to such claims or suits under Section 9.1.
Indemnification by Ligand. Ligand shall indemnify, hold harmless, and defend Licensee, its Affiliates and their respective equity holders, partners (general and/or limited), directors, managers, officers, employees and agents (“Licensee Indemnitees”) from and against any and all Losses finally awarded to a Third Party by a court of competent jurisdiction or agreed to in a settlement approved by Ligand that result from any claim made or bought against a Licensee Indemnitee by or on behalf of such Third Party, and subject to Section 8.3 (Procedure), any Litigation Costs incurred by a Licensee Indemnitee while investigating or conducting the defense of such Third Party claim, in any such case, solely to the extent such claim is directly based on or directly arises out of (a) the material breach by Ligand of any representation, warranty or covenant contained in this Agreement; (b) the negligence or willful misconduct by or of any Ligand Indemnitee, (c) the Development, manufacturing and/or commercialization of a Product by Ligand or its Affiliates (including product liability) prior to the Effective Date, or (d) infringement or misappropriation of Patent or other Intellectual Property Rights or Know-How by any Ligand Indemnitees; provided, that Ligand shall have no obligation to indemnify the Licensee Indemnitees to the extent that the Losses or Litigation Costs arise out of or result from, directly or indirectly, a claim for which Licensee is obligated to indemnify a Ligand Indemnitee under Section 8.1 (Indemnification by Licensee).
Indemnification by Ligand. Ligand shall indemnify, defend and hold King and its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any and all Indemnified Amounts, arising out of (a) the ordering, use or sale of the Product, (b)manufacturing, distribution or design defect of the Products, (c) the preparation and implementation of the marketing plans for conducting Product Calls, (d) a strict liability claim arising out of Ligand's failure to warn, (e)the Product Promotional Materials, (f) a negligent or willful act or omission onthe part of Ligand or any of its directors, officers, agents or employees, (g)any Ligand violation of the PDMA, (h) any violation of the Medicare or Medicaid Anti-Kickback Statute (42 U.S.C. ss. 1320(a)-7b(b)) by Ligand or any of its directors, officers, agents or employees, (i) any unlawful actions taken by Ligand with respect to King employees, (j) the breach by Ligand of any of its representations, warranties or obligations hereunder, or (k) any violation or infringement upon any trademark, tradename, copyright, patent or other rights held by any person or entity in the making, use, sale, offering for sale or promotion of the Product in the Territory, except to the extent such Indemnified Amounts arise from King's breach of its obligations hereunder, or a negligent or wrongful act or omission of King. The indemnification obligations of Ligand above shall survive the expiration or termination of this Agreement.
Indemnification by Ligand. Ligand hereby agrees to indemnify and hold Company, its Affiliates and their respective officers, directors, stockholders, employees, agents, and representatives (collectively, the “Company Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, costs and expenses in respect of claims against the Company Indemnitees by Third Parties, including reasonable fees and disbursements of counsel and expenses of reasonable investigation (collectively, “Company Losses”), arising out of, based upon or caused by: (i) the inaccuracy of any representation or the breach of any warranty, covenant or agreement of Ligand contained in this Agreement; (ii) any failure by Ligand, its Affiliates or designee to conduct its activities for which it is responsible under this Agreement in a diligent and professional manner and in accordance with applicable U.S. laws and regulations; or (iii) any gross negligence or intentional wrongdoing by Ligand, its Affiliates or designees in the performance of the Research Collaboration (except in each case (i) – (iii) to the extent that any Company Loss is due to the gross negligence or willful misconduct of the Company Indemnitees).
Indemnification by Ligand. Ligand hereby agrees to indemnify and hold Allergan and its Affiliates and their respective agents and employees harmless from and against any and all Losses, including, without limitation, any claim or liability based upon negligence, warranty, strict liability, violation of government regulation or infringement of patent or other proprietary rights, arising from or occurring as a result of (a) the use of the Program Technology or the Non-Retinoid Technology by Ligand or any Affiliate, agent or sublicensee of Ligand, (b) the research, development, manufacture, sale or use of Ligand Selected Compounds or (c) subject to Section 11.2, any material breach of this Agreement by Ligand. Ligand shall have no indemnification obligations hereunder in any case where such Losses are based upon the gross negligence or willful misconduct of Allergan.
Indemnification by Ligand. Ligand shall indemnify and hold harmless Cardinal Health, its Affiliates, directors, officers employees and agents from and against all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney's fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from (a) any breach of its representations, warranties or obligations set forth in this Agreement; (b) any manufacture by Ligand, sale, promotion, distribution or use (other than by Cardinal Health) of the Product, including, without limitation, product liability or strict liability; (c) Ligand's exercise of control over the Manufacturing or Packaging under this Agreement, to the extent that Ligand's instructions or directions violate applicable law or regulation; (d) any actual or alleged infringement or violation of any patent, trade secret, copyright, trademark or other proprietary rights used by Cardinal Health in manufacturing Product; or (e) any negligence or willful misconduct by Ligand, except to the extent that any of the foregoing arises out of or results from the breach by Cardinal Health of its representations, warranties or obligations under this Agreement, or the negligence or willful misconduct of Cardinal Health.
