Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Subject to the terms and conditions of this AGREEMENT, MERCK shall indemnify and hold BIOMIRA (and any affiliated corporation and their respective officers, directors, shareholders, employees and agents) (the "BIOMIRA INDEMNITEES"), free and harmless from any and all claims, demands, liabilities, losses, actions or causes of actions, and any and all expenses associated therewith (including, without limiting the generality of the foregoing, reasonable defenses costs and attorney's fees), arising out of or in connection with, or that are the result of, or are otherwise related to: (i) actions and proceedings brought by any regulatory authority against any of the BIOMIRA INDEMNITEES concerning PRODUCT, for or on account of the alleged unapproved or unauthorized introduction by MERCK, its AFFILIATES or their respective distributors, sublicensees and agents of PRODUCT in interstate or intrastate commerce anywhere in the world; (ii) any claim, complaint, suit, proceeding or cause of action against any of the BIOMIRA INDEMNITEES alleging physical injury, including death as a result of the acts or omissions of MERCK, its AFFILIATES or their respective employees, distributors, sublicensees and agents, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (iii) MERCK's, its AFFILIATES' or their respective distributors', sublicensees' or agents' non-compliance with any applicable laws or regulations, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (iv) any failure of MERCK to perform, in whole or in part, any of its obligations hereunder, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (v) the manufacture of PRODUCT by or on behalf of MERCK (including without limitation MERCK SUB-SUPPLIERS), except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; or (vi) MERCK's, its AFFILIATES' or their respective distributors', sublicensees' or agents' marketing and/or SALE of PRODUCT, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES.

Indemnification by Merck. Subject to the terms and conditions of this AGREEMENT, MERCK shall indemnify and hold BIOMIRA ONCOTHYREON (and any affiliated corporation and their respective officers, directors, shareholders, employees and agents) (the "BIOMIRA “ONCOTHYREON INDEMNITEES"”), free and harmless from any and all claims, demands, liabilities, losses, actions or causes of actions, and any and all expenses associated therewith (including, without limiting the generality of the foregoing, reasonable defenses defense costs and attorney's ’s fees), arising out of or in connection with, or that are the result of, or are otherwise related to: (i) actions and proceedings brought by any regulatory authority against any of the BIOMIRA ONCOTHYREON INDEMNITEES concerning PRODUCT, for or on account of the alleged unapproved or unauthorized introduction by MERCK, its AFFILIATES or their respective distributors, sublicensees and agents of PRODUCT in interstate or intrastate commerce anywhere in the world; (ii) any claim, complaint, suit, proceeding or cause of action against any of the BIOMIRA ONCOTHYREON INDEMNITEES alleging physical injury, including death as a result of the acts or omissions of MERCK, its AFFILIATES or their respective employees, distributors, sublicensees and agents, except to the extent attributable to any one or more of the BIOMIRA ONCOTHYREON INDEMNITEES; (iii) MERCK's’s, its AFFILIATES' ’ or their respective distributors'’, sublicensees' sublicensee’s or agents' ’ non-compliance with any applicable laws or regulations, except to the extent attributable to any one or more of the BIOMIRA ONCOTHYREON INDEMNITEES; (iv) any failure of MERCK to perform, in whole or in part, any of its obligations hereunder, except to the extent attributable to any one or more of the BIOMIRA ONCOTHYREON INDEMNITEES; (v) the manufacture of PRODUCT by or on behalf of MERCK (including without limitation MERCK SUB-SUPPLIERS), except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; or (vi) MERCK's’s, its AFFILIATES' ’ or their respective distributors'’, sublicensees' ’, contract manufacturers’ or agents' ’ manufacture, marketing and/or SALE of PRODUCT, except to the extent attributable to any one or more of the BIOMIRA ONCOTHYREON INDEMNITEES; or (vi) for the period specified in section 12.8, any breach by MERCK of any of its representations or warranties under this AGREEMENT.

Indemnification by Merck. Subject to the terms and conditions of this AGREEMENT, MERCK shall indemnify and hold BIOMIRA (and any affiliated corporation and their respective officers, directors, shareholders, employees and agents) (the "BIOMIRA INDEMNITEES"), free and harmless from any and all claims, demands, liabilities, losses, actions or causes of actions, and any and all expenses associated therewith (including, without limiting the generality of the foregoing, reasonable defenses costs and attorney's fees), arising out of or in connection with, or that are the result of, or are otherwise related to: (i) actions and proceedings brought by any regulatory authority against any of the BIOMIRA INDEMNITEES concerning PRODUCT, for or on account of the alleged unapproved or unauthorized introduction by MERCK, its AFFILIATES or their respective distributors, sublicensees and agents of PRODUCT in interstate or intrastate commerce anywhere in the world; (ii) any claim, complaint, suit, proceeding or cause of action against any of the BIOMIRA INDEMNITEES alleging physical injury, [+] Designates portions of this document that have been omitted for confidentiality purposes including death as a result of the acts or omissions of MERCK, its AFFILIATES or their respective employees, distributors, sublicensees and agents, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (iii) MERCK's, its AFFILIATES' or their respective distributors', sublicensees' sublicensee's or agents' non-compliance with any applicable laws or regulations, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (iv) any failure of MERCK to perform, in whole or in part, any of its obligations hereunder, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (v) the manufacture MERCK's, its AFFILIATES' or their respective distributors', sublicensee's or agents' marketing and SALE of PRODUCT by or on behalf of MERCK (including without limitation MERCK SUB-SUPPLIERS)PRODUCT, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; or (vi) MERCK'sfor the period specified in section 12.8, any breach by MERCK of any of its AFFILIATES' representations or their respective distributors', sublicensees' or agents' marketing and/or SALE of PRODUCT, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEESwarranties under this AGREEMENT.

Indemnification by Merck. Subject to the terms and conditions of this AGREEMENT, MERCK shall indemnify and hold BIOMIRA (and any affiliated corporation and their respective officers, directors, shareholders, employees and agents) (the "BIOMIRA INDEMNITEES"), free and harmless from any and all claims, demands, liabilities, losses, actions or causes of actions, and any and all expenses associated therewith (including, without limiting the generality of the foregoing, reasonable defenses costs and attorney's fees), arising out of or in connection with, or that are the result of, or are otherwise related to: (i) actions and proceedings brought by any regulatory authority against any of the BIOMIRA INDEMNITEES concerning PRODUCT, for or on account of the alleged unapproved or unauthorized introduction by MERCK, its AFFILIATES or their respective distributors, sublicensees and agents of PRODUCT in interstate or intrastate commerce anywhere in the world; (ii) any claim, complaint, suit, proceeding or cause of action against any of the BIOMIRA INDEMNITEES alleging physical injury, including death as a result of the acts or omissions of MERCK, its AFFILIATES or their respective employees, distributors, sublicensees and agents, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (iii) MERCK's, its AFFILIATES' or their respective distributors', sublicensees' sublicensee's or agents' non-compliance with any applicable laws or regulations, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (iv) any failure of MERCK to perform, in whole or in part, any of its obligations hereunder, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; (v) the manufacture MERCK's, its AFFILIATES' or their respective distributors', sublicensee's or agents' marketing and SALE of PRODUCT by or on behalf of MERCK (including without limitation MERCK SUB-SUPPLIERS)PRODUCT, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEES; or (vi) MERCK'sfor the period specified in section 12.8, any breach by MERCK of any of its AFFILIATES' representations or their respective distributors', sublicensees' or agents' marketing and/or SALE of PRODUCT, except to the extent attributable to any one or more of the BIOMIRA INDEMNITEESwarranties under this AGREEMENT.