Common use of Indemnification by Novartis Clause in Contracts

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. Subject to the other provisions of this Article X, Novartis agrees to shall defend AkceaBuyer, its Affiliates and its sublicensees and each of their respective officers, directors, officersagents, representatives and employees and their respective successors, heirs and assigns (collectively, the “Akcea Buyer Indemnitees”) from and against all charges, allegations, notices, civil, criminal or administrative claims, demands, complaints, causes of action, proceedings or investigations of a Third Party (collectively, “Claims”), and will indemnify and hold harmless the Akcea Indemnitees, such Buyer Indemnitees from and against any and all losses, liabilities, lossesobligations, costsawards, damagessettlements, fees or expenses payable to a Third Partypenalties, fines, sanctions, damages and [***] costs (including awards of court costs and reasonable attorneys’ fees and other legal expenses with respect thereto fees) (collectively, “Losses”) arising out of that result from any claimsuch Claims, action, lawsuit where and to the extent that such Claims are made or other proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Akcea Buyer Indemnitee by or on behalf of a Third Party, and resulting from solely to the extent such Claim is based on or occurring as a result arises out of: : (a) the breach of any activities conducted obligation, covenant, warranty or representation made by a Novartis employee, consultant, Affiliate, Sublicensee, or (sub)contractor in the performance of the activities Novartis agrees to perform under this Agreement or any other agreement entered into in connection with this Agreement, including, the Manufacture, Development or Commercialization of any Product, or ; (b) any breach by Novartis action or omission of any of Novartis, its representationsagents, warranties employees, or covenants pursuant officers related to its rights and/or obligations under this Agreement; except in ; (c) any such case violation of Applicable Law by Novartis, its Affiliates or sublicensees relating to the extent such Losses result from: Morphosys Agreement, this Agreement or Therapeutic Antibody Products; or (id) the negligence gross negligence, recklessness or willful misconduct of Novartis; provided, however, except in each case in the foregoing (a)-(d) to the extent that such Claim or Loss is attributable to 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 matter for which Akcea has an obligation Buyer is obligated to indemnify a Novartis Indemnities Indemnitee pursuant to Section 10.2.

Indemnification by Novartis. (a) From and after the Effective Date, Novartis agrees to defend Akceashall indemnify and hold Array and its Affiliates, its Affiliates and their respective officers, directors, officersemployees, employees contractors, agents and their respective successorsassigns, 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 Losses incurred by Array 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 foregoing persons arising 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 resulting from: : (i) the negligence or willful misconduct of Novartis or any Akcea Indemniteeof its Affiliates, contractors or agents; (ii) any the Excluded Liabilities; (iii) the breach by Akcea of any of its representations, warranties, the covenants or obligations pursuant agreements made by Novartis to Array under this Agreement or the Ancillary Agreements; or (iv) the breach of any of the representations or warranties made by Novartis to Array under this Agreement or the Ancillary Agreements. (b) Novartis shall only be obliged to so indemnify and hold Array harmless to the extent that such Losses do not arise from Array’ or its Affiliates’ breach of this Agreement, or the negligence or willful misconduct of Array or its Affiliates or relate to Assumed Liabilities. (iiic) any breach of Applicable Law Notwithstanding the foregoing, the obligation by any Akcea Indemnitee, and provided that Novartis shall not be obliged to so indemnify, defend indemnify and hold harmless Array and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns, contained in this Section 9.2 shall be subject to the Akcea Indemnities for any claims for which Akcea following limitations: (i) [*]; and (ii) [*] [*] Certain confidential information contained in this document, marked by brackets, has an obligation to indemnify Novartis Indemnities been omitted and filed separately with the Securities and Exchange Commission pursuant to Section 10.2Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information.

Indemnification by Novartis. Novartis agrees to defend AkceaXxxxx, its Affiliates and their respective directors, officers, employees and their respective successors, heirs and assigns (collectively, the “Akcea Ionis Indemnitees”), and will indemnify and hold harmless the Akcea Ionis 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 Proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Akcea Ionis 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, Research, Development or Commercialization of any Licensed 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 Ionis Indemnitee, (ii) any breach by Akcea Ionis of any of its representations, warranties, covenants or obligations pursuant to this Agreement, or (iii) any breach of Applicable Law by any Akcea Ionis Indemnitee, and provided that Novartis shall not be obliged to so indemnify, defend and hold harmless the Akcea Indemnities Ionis Indemnitees for any claims for which Akcea Xxxxx has an obligation to indemnify Novartis Indemnities Indemnitees pursuant to Section 10.210.2 (Indemnification by Ionis).

Indemnification by Novartis. Subject to the other provisions of this Article X, Novartis agrees to shall defend AkceaBuyer, its Affiliates and its sublicensees and each of their respective officers, directors, officersagents, representatives and employees and their respective successors, heirs and assigns (collectively, the “Akcea Buyer Indemnitees”) from and against all charges, allegations, notices, civil, criminal or administrative claims, demands, complaints, causes of action, proceedings or investigations of a Third Party (collectively, “Claims”), and will indemnify and hold harmless the Akcea Indemnitees, such Buyer Indemnitees from and against any and all losses, liabilities, lossesobligations, costsawards, damagessettlements, fees or expenses payable to a Third Partypenalties, fines, sanctions, damages and [***] costs (including awards of court costs and reasonable attorneys’ fees and other legal expenses with respect thereto fees) (collectively, “Losses”) arising out of that result from any claimsuch Claims, action, lawsuit where and to the extent that such Claims are made or other proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Akcea Buyer Indemnitee by or on behalf of a Third Party, and resulting from solely to the extent such Claim is based on or occurring as a result arises out of: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (a) the breach of any activities conducted obligation, covenant, warranty or representation made by a Novartis employee, consultant, Affiliate, Sublicensee, or (sub)contractor in the performance of the activities Novartis agrees to perform under this Agreement or any other agreement entered into in connection with this Agreement, including, the Manufacture, Development or Commercialization of any Product, or ; (b) any breach by Novartis action or omission of any of Novartis, its representationsagents, warranties employees, or covenants pursuant officers related to its rights and/or obligations under this Agreement; except in ; (c) any such case violation of Applicable Law by Novartis, its Affiliates or sublicensees relating to the extent such Losses result from: Morphosys Agreement, this Agreement or Therapeutic Antibody Products; or (id) the negligence gross negligence, recklessness or willful misconduct of Novartis; provided, however, except in each case in the foregoing (a)-(d) to the extent that such Claim or Loss is attributable to 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 matter for which Akcea has an obligation Buyer is obligated to indemnify a Novartis Indemnities Indemnitee pursuant to Section 10.2.

Indemnification by Novartis. Novartis agrees to defend AkceaXxxxx, 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 57 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.