Indemnification by Nycomed. Nycomed will indemnify, defend and hold POZEN and its directors, officers and employees, (each a “POZEN Indemnitee”) harmless from and against any Losses incurred by a POZEN Indemnitee in connection with any Third Party Claim to the extent such Losses arise out of, relate to or result from: (a) the breach by Nycomed of any of its representations, warranties, covenants or obligations contained within this Agreement, including the supply by Nycomed of Materials that do not conform to the Product Warranty (except to the extent POZEN did not perform reasonable physical inspection or standard testing of such Materials in accordance with standards in the pharmaceutical industry, including in any event testing for purity and assay according to the methods included in the applicable Specifications); or (b) the gross negligence or willful misconduct of Nycomed, its directors, officers or employees in connection with this Agreement. Notwithstanding the *** Portion for which confidential treatment requested.
Indemnification by Nycomed. Nycomed hereby agrees to defend Sepracor and its Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the "Sepracor Indemnified Persons") against any and all legal claims, suits, demands or actions of a Third Party (collectively, the "Claims") for, and to indemnify and hold the Sepracor Indemnified Persons harmless from and against any and all losses, damages, costs, penalties, liabilities (including strict liabilities), judgments, amounts paid in settlement, fines and expenses (including court costs and reasonable fees of attorneys and other professionals) arising out of any Claims (individually and collectively, the "Losses"), for bodily injury, personal injury, death and property damage caused by:
Indemnification by Nycomed. Nycomed hereby agrees to defend Patheon and its Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the "Patheon Indemnified Persons") against any and all Claims for, and to indemnify and hold the Patheon Indemnified Persons, harmless from and against any and all Losses arising out of any Claims caused by:
Indemnification by Nycomed. In the event of a determination by final court decision or under a definitive settlement by Nycomed pursuant to Section 8.8.3 that the Commercialization of Product in the relevant Field and in the Territory, on account of the use of a Trademark, infringes the trademark rights of a Third Party in the Territory, then, to the extent that Nycomed has breached any of its representations and warranties pursuant to Section 8.8.1 or Section 8.2.3 and to the express exclusion of any Trademark originally owned by Sepracor and designated to a Product pursuant to Section 8.2.1(iii), Nycomed shall (a) indemnify and hold Sepracor harmless against any such Third Party claim or proceeding referred to in Section 8.8.3 above brought against Sepracor including damages and reasonable attorney's fees; provided, however, that: (i) any obligation to indemnify shall be excluded if Sepracor fails to promptly notify Nycomed of the assertion of any such claims, to the extent that such failure is prejudicial to Nycomed's interests, and/or (ii) if Sepracor recognizes or settles part of or all of any such claims without Nycomed's prior written consent; and (b) replace, free of charge, all Products on stock at Sepracor that are no longer saleable on account of the infringement of a Third Party trademark with Products showing the new trademarks determined pursuant to Section 8.8.4(c). (c) Regardless of whether or not Nycomed has breached any of its representations and warranties pursuant to Section 8.8.1 or Section 8.2.3, Nycomed shall, as coordinated at SC level, propose alternative trademarks that shall replace the relevant Trademark pursuant to this Agreement and to which Article 8 (and all other relevant provisions of this Agreement) shall likewise apply;
Indemnification by Nycomed. Nycomed shall indemnify, defend and hold POZEN, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any damages, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) to the extent arising out of or connected with (a) the use, handling, distribution, marketing or sale of the Product (except to the extent caused by a material breach by POZEN of any of its representations or warranties hereunder or by the negligent acts or omissions or willful misconduct (including, without limitation, failure to verify that materials supplied by a Third Party supplier conform to the specifications for such materials) of POZEN or its Affiliates in the use, manufacture, handling, distribution or labeling of the Product or in the performance of POZEN’s other obligations or duties hereunder); (b) Nycomed’s breach of any of its warranties, representations, covenants or duties hereunder; or (c) Nycomed’s negligent acts or omissions or willful misconduct.
Indemnification by Nycomed. Nycomed shall indemnify, defend and hold POZEN, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any damages, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) to the extent arising out of or connected with (a) [* *]; (b) [* *]; or (c) [* *].
Indemnification by Nycomed. NYCOMED shall indemnify, defend and hold harmless PHARMACYCLICS, its Affiliates and sublicensees and all officers, directors, employees and agents thereof (collectively, "PHARMACYCLICS Indemnitees") from all damages, losses, claims, judgments, liabilities, cost and expenses, including without limitation, reasonable attorneys fees and expenses (collectively, "Costs"), whether the foregoing are based in contract, tort, negligence or product liability incurred by or assessed against any PHARMACYCLICS Indemnitees that arise out of or incident to injury or death of persons or damage to or destruction of property caused or alleged to be caused by:
Indemnification by Nycomed. Nycomed will indemnify, defend and hold Buyer and its directors, officers and employees, (each a “Buyer Indemnitee”) harmless from and against any Losses incurred by a Buyer Indemnitee in connection with any Third Party Claim to the extent such Losses arise out of, relate to or result from: (a) the breach by Nycomed of any of its representations, warranties, covenants or obligations contained within this Agreement, including the supply by Nycomed of LX Bulk Drug Substance that do not conform to the Product Warranty (except to the extent Buyer did not perform reasonable physical inspection or standard testing of such LX Bulk Drug Substance in accordance with standards in the pharmaceutical industry, including in any event testing for purity and assay according to the methods included in the applicable Specifications); or (b) the gross negligence or willful misconduct of Nycomed, its directors, officers or employees in connection with this Agreement. Notwithstanding the foregoing, Nycomed will have no obligation under this Section 7.2 with respect to any Losses for which a Nycomed Indemnitee is entitled to indemnification pursuant to Section 7.1 of this Agreement.
Indemnification by Nycomed. Nycomed shall indemnify, defend and hold harmless NPS and its directors, officers, employees, agents and Affiliates from and against any liabilities, damages, fees, costs or expenses, including reasonable attorneys’ fees (collectively, “Losses”), which arise out of, relate to or result from the breach by Nycomed of any of its representations, warranties or obligations contained within this Agreement. Notwithstanding the foregoing, Nycomed shall not indemnify NPS for any Losses to the extent that Nycomed is entitled to seek indemnification from NPS for such Losses under Section 12.2 of this Agreement.
Indemnification by Nycomed. NYCOMED shall indemnify, defend and hold DURECT and its Affiliates and their respective directors, officers, employees and agents (each a “DURECT Related Party”) harmless from and against any and all Damages arising out of Third Party claims relating to the Product that result from: (i) any breach by NYCOMED of this Agreement, including breach by NYCOMED of its representations and warranties hereunder; (ii) the wrongful promotion or marketing of the Product outside the Territory by NYCOMED, its Affiliates, Sublicensees or designees; (iii) the Commercialization of the Product by NYCOMED, its Sublicensees, Affiliates or designees under this Agreement.
