Indemnification by Novartis. Novartis agrees to defend Akcea, its Affiliates and their respective directors, officers, employees and their respective successors, heirs and assigns (collectively, the “Akcea Indemnitees”), and will indemnify and hold harmless the Akcea Indemnitees, from and against any liabilities, losses, costs, damages, fees or expenses payable to a Third Party, and reasonable attorneys’ fees and other legal expenses with respect thereto (collectively, “Losses”) arising out of any claim, action, lawsuit or other proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Akcea Indemnitee and resulting from or occurring as a result of: (a) any activities conducted by a Novartis employee, consultant, Affiliate, Sublicensee, or (sub)contractor in the performance of the activities Novartis agrees to perform under this Agreement, including, the Manufacture, Development or Commercialization of any Product, or (b) any breach by Novartis 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 Akcea Indemnitee, (ii) any breach by Akcea of any of its representations, warranties, covenants or obligations pursuant to this Agreement, or (iii) any breach of Applicable Law by any Akcea Indemnitee, and provided that Novartis shall not be obliged to so indemnify, defend and hold harmless the Akcea Indemnities for any claims for which Akcea has an obligation to indemnify Novartis Indemnities pursuant to Section 10.2.
Indemnification by Novartis. Novartis shall indemnify and hold GW, its Affiliates, and their respective officers, directors and employees (“GW Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from:
(a) Novartis’, or any of its Affiliates’, Sublicensees’ or Subcontractors’ actions in connection with (i) filing for, obtaining and/or maintaining Regulatory Approvals for Products in the Territory (ii) packaging and labeling and shipping of Product in the Territory and/or (iii) the Commercialization of the Products in the Territory
(b) the negligence or willful misconduct of Novartis or any of its Affiliates or Sublicensees; or
(c) the breach of any of the covenants, warranties or representations made by Novartis to GW under Article 12 of this Agreement; provided, however, that Novartis shall not be obliged to so indemnify, defend and hold harmless the GW Indemnitees for any Claims for which GW has an obligation to indemnify Novartis Indemnitees pursuant to Section 13.1 or under the Manufacturing and Supply Agreement.
Indemnification by Novartis. Novartis will indemnify, defend, and hold Infinity, and its Affiliates, and their respective employees, shareholders, officers and directors and the successors, heirs, and assigns of each of them, harmless against any Loss that may be brought, instituted or arise against or be incurred by such Persons to the extent such Loss results from a Third Party claim based on or arising out of:
(a) the development, manufacture, use, sale, storage or handling of a Library Compound or Derivative Compound by Novartis or its Affiliates or their representatives, agents, licensees, sublicensees or subcontractors, or any actual or alleged violation of law resulting therefrom; or
(b) the breach by Novartis of any of its covenants, representations or warranties set forth in this Agreement;
(c) provided that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the negligent or willful misconduct of Infinity or its Affiliates or their representatives, agents, licensees, sublicensees or subcontractors.
Indemnification by Novartis. Novartis shall indemnify, defend and hold Licensor, its Affiliates, and their respective officers, directors and employees (“Licensor Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from:
(a) Novartis’, or any of its Affiliates’, sublicensees’ or contractors’ actions in connection with the Development or Commercialization of the Licensed Compounds or Products; 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION
(b) the negligence or willful misconduct of Novartis or any of its Affiliates; or
(c) the breach of any of the warranties or representations made by Novartis to Licensor under this Agreement; provided that Novartis shall not be obliged to so indemnify, defend and hold harmless the Licensor Indemnitees for any Claims to the extent Licensor has an obligation to indemnify Novartis Indemnitees pursuant to Section 13.1 or to the extent that such Claims arise from the breach, negligence or willful misconduct of Licensor or the Licensor Indemnitee.
Indemnification by Novartis. Subject to the remainder of this Article 13 (Indemnification), Novartis shall defend, indemnify, and hold harmless Amgen, its Affiliates, and their respective directors, officers, employees and agents (solely to the extent acting within their agency) (collectively, “Amgen Indemnitees”), at Novartis’ cost and expense, from and against any and all liabilities, losses, costs, damages, fees or expenses (collectively, “Losses”) (including reasonable legal expenses and attorneys’ fees incurred by any Amgen Indemnitees until such time as Novartis has acknowledged and assumed its indemnification obligation hereunder with respect to a claim) arising out of any claim, action, lawsuit, or other proceeding (collectively, “Claims”) brought against any Amgen Indemnitee by a Third Party to the extent such Losses result from (i) the gross negligence or willful misconduct of Novartis, its Affiliates or agents in performing under this Agreement; or (ii) a breach by Novartis of this Agreement, including any failure of Novartis’ representations or warranties in Section 11.1 (Mutual Representations and Warranties) or Section 11.2 (Novartis Representations and Warranties) to be true; in each case excluding such Losses to the extent they arise from the gross negligence or willful misconduct of Amgen or any Amgen Indemnified Party, or by the breach of this Agreement by Amgen.
Indemnification by Novartis. NOVARTIS agrees to indemnify, hold harmless and defend LICENSEE, its Affiliates, subcontractors or Sublicensees and their respective officers, directors and employees (collectively, “LICENSEE Indemnitees”) from and against any Claims arising or resulting from: (a) the Development and other Use of the Compounds, including the use of Compounds in the manufacture of therapeutic products, outside of the Field by the NOVARTIS Indemnitees; (b) the gross negligence or wrongful intentional acts or omissions of NOVARTIS Indemnitees in connection with this Agreement; (c) any breach by NOVARTIS of any representation, warranty, obligation or covenant as set forth in this Agreement; or (d) the Use of any Gene-Edited/-Modified HSC Improvement by NOVARTIS Indemnitees.
Indemnification by Novartis. Novartis will indemnify, defend, and hold Intellia, its Affiliates, and their respective employees, shareholders, officers, and directors and the successors, heirs, and assigns of each of them (the “Intellia Indemnitees”), harmless against any Loss incurred by any Intellia Indemnitee in connection with any Third Party Claim to the extent (a) such Loss is based on or arises out of the breach by Novartis of any of its covenants, representations, or warranties set forth in this Agreement (but excluding any such Loss CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. that is caused by the negligent, reckless or intentional acts or omissions of Intellia or any other Intellia Indemnitee); or (b) such Loss relates to Novartis’, its Affiliates’, or its or their licensees’ or contractors’ actions in connection with the research, Development, manufacture, use or Commercialization of a Product.
Indemnification by Novartis. Novartis shall defend, indemnify and hold harmless Osiris, Affiliates of Osiris, licensors of Osiris, and their respective directors, officers, shareholders, agents and employees (each an "Osiris Indemnified Party"), from and against any and all liability, loss, damages and expenses (including attorneys' fees) as the result of claims, demands, costs or judgments which may be made or instituted against any of them arising out of the manufacture, possession, distribution, use, testing, sale or other disposition of Products by or through Novartis or its Affiliates, licensees or sublicensees. Novartis' obligation to defend, indemnify and hold harmless shall include claims, demands, costs or judgments, whether for money damages or equitable relief by reason of alleged personal injury (including death) to any person or alleged property damage, provided, however, the indemnity shall not extend to any claims against an Osiris Indemnified Party which result from the gross negligence or willful misconduct of an Osiris Indemnified Party. Novartis shall have the exclusive right to control the defense of any action which is to be indemnified in whole by Novartis hereunder, including the right to select counsel acceptable to Osiris to defend Osiris, and to settle any claim, provided that, without the written consent of Osiris (which shall not be unreasonably withheld or delayed), Novartis shall not agree to settle any claim against Osiris to the extent such claim has a material adverse effect on Osiris. The provisions of this paragraph shall survive and remain in full force and effect after any termination, expiration or cancellation of this Agreement and Novartis' obligation hereunder shall apply whether or not such claims are rightfully brought.
Indemnification by Novartis. Novartis will indemnify and hold Company, its Affiliates, and their respective officers, directors and employees (“Company Indemnitees”) harmless from and against any and all Losses incurred by or imposed upon the Company Indemnitees or any of them in connection with any Claim, in each case, to the extent arising or resulting from:
(a) the research, Development, Manufacture or Commercialization of Terminated Products by or on behalf of Novartis, its Affiliates, or its sublicensees, including all product liability claims (whether arising during research, Development, Manufacture or Commercialization) relating to any Terminated Product (whether pursuant to design defect, manufacturing defect, failure to notify, or otherwise);
(b) the breach of any of the obligations, covenants, warranties or representations made by Novartis to Company under this Agreement; or
(c) the gross negligence or willful misconduct of Novartis or any of its Affiliates in performing activities under this Agreement; provided, however, that Novartis will not be obliged to so indemnify and hold harmless the Company Indemnitees for any Claims for which Company has an obligation to indemnify Novartis Indemnitees pursuant to Section 14.2 or to the extent that such Claims arise from the breach, gross negligence or willful misconduct of Company or the Company Indemnitees.
Indemnification by Novartis. Novartis will indemnify and hold AVEO, its Affiliates, and their respective officers, directors and employees (“AVEO Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from the breach of any of the covenants, warranties or representations made by Novartis to AVEO under this Agreement or the License Agreement; provided, however, that Novartis will not be obliged to so indemnify, defend and hold harmless the AVEO Indemnitees for any Claims for which AVEO has an obligation to indemnify Novartis Indemnitees pursuant to Section 6(a) or to the extent that such Claims arise from the breach, negligence or willful misconduct of AVEO or the AVEO Indemnitee.
