Common use of Indemnification by NovaMedica Clause in Contracts

Indemnification by NovaMedica. NovaMedica shall indemnify, defend, and hold Lithera and its Affiliates, and each of their respective employees, officers, directors, and agents (individually or collectively, the “Lithera Indemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Lithera Indemnitee(s) arising out of or resulting from (a) any breach by NovaMedica, NovaMedica or Permitted Transferee of any of the terms or provisions of this Agreement; (b) any breach of the representations, warranties, or covenants made by NovaMedica; (c) willful misconduct or negligence of NovaMedica, Permitted Transferee or any subcontractors or sublicensees; provided, however, that such obligations pursuant to this Section 10.1 shall not apply to the extent such claim (i) arise out of breach by the Lithera of its representations, warranties, or covenants set forth in Section 9, above; or (ii) are based on actions taken or omitted to be taken by Lithera in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Lithera Indemnitee(s).

Indemnification by NovaMedica. NovaMedica shall indemnify, defend, and hold Lithera Marinus and its Affiliates, and each of their respective employees, officers, directors, and agents (individually or collectively, the “Lithera Marinus Indemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Lithera Marinus Indemnitee(s) arising out of or resulting from (a) any breach by NovaMedica, NovaMedica or Permitted Transferee of any of the terms or provisions of this Agreement; (b) any breach of the representations, warranties, or covenants made by NovaMedica; (c) willful misconduct or negligence of NovaMedica, Permitted Transferee or any subcontractors or sublicensees; and (d) any act or omission of NovaMedica or any of its Affiliates, Permitted Transferees or their respective employees, Affiliates, agents or subcontractors in connection with the Development, Manufacturing, Commercialization, including but not limited to product liability claims; provided, however, that such obligations pursuant to this Section 10.1 shall not apply to the extent such claim (i) arise out of breach by the Lithera Marinus of its representations, warranties, or covenants set forth in Section 9, above; or (ii) are based on actions taken or omitted to be taken by Lithera Marinus in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Lithera Marinus Indemnitee(s).

Indemnification by NovaMedica. NovaMedica shall indemnify, defend, and hold Lithera Regado and its Affiliates, and each of their respective employees, officers, directors, and agents (individually or collectively, the “Lithera Regado Indemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Lithera Regado Indemnitee(s) arising out of or resulting from (a) any breach by NovaMedica, NovaMedica or Permitted Transferee of any of the terms or provisions of this Agreement; (b) any breach of the representations, warranties, or covenants made by NovaMedica; (c) willful misconduct or negligence of NovaMedica, Permitted Transferee or any subcontractors or sublicensees; provided, however, that such obligations pursuant to this Section 10.1 9.1 shall not apply to the extent such claim (i) arise out of breach by the Lithera Regado of its representations, warranties, or covenants set forth in Section 98, above; or (ii) are based on actions taken or omitted to be taken by Lithera Regado in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Lithera Regado Indemnitee(s).