INDEMNIFICATION BY PROGENICS Sample Clauses

INDEMNIFICATION BY PROGENICS. Progenics will indemnify, defend and hold harmless Salix, its Affiliates, distributors and each of its and their respective employees, officers, directors and agents (each, a “Salix Indemnified Party”) from and against any and all Liabilities that the Salix Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Agreement; (b) personal injury or death of any person as a result of use of any Product containing the Compound supplied or sold by Progenics or its Affiliates or licensees or Sublicensees (other than Salix), including Product sold by Progenics or its Affiliates or licensees or Sublicensees (other than Salix) that is the subject of the Triad Recall; (c) the conduct by Progenics or its Affiliates or licensees or Sublicensees of any pre-clinical or clinical studies, including Clinical Studies identified in Schedule 9.2(p), in respect of the Compound or Products; (d) liabilities retained by Progenics and its Affiliates pursuant to Section 4.6(d) and (e), if any, in respect of Progenics Third Party Agreements assigned and delegated by Progenics or its Affiliates or licensees to Salix pursuant to such Section; or (e) the material breach by any Progenics Party of any of its representations, warranties or covenants set forth in this Agreement, provided that with respect to those contained in Section 9.2, such indemnification shall be subject to Section 9.3; except, in each case, ((a), (b), (c), (d) and (e)), to the extent caused by the gross negligence or intentional misconduct of Salix or any Salix Indemnified Party or a breach by Salix of any of its representations, warranties or covenants set forth in this Agreement.

INDEMNIFICATION BY PROGENICS. Progenics will indemnify, defend and hold harmless Ono, its Affiliates, distributors and each of its and their respective employees, officers, directors and agents (each, a “Ono Indemnified Party”) from and against any and all Liabilities that the Ono Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Agreement; (b) personal injury or death of any person as a result of use of any Product containing the Compound supplied or sold by Progenics outside the Territory; or (c) the material breach by Progenics of any of its representations, warranties or covenants set forth in this Agreement; except, in each case ((a), (b), and (c)), to the extent caused by the gross negligence or intentional misconduct of Ono or any Ono Indemnified Party. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

INDEMNIFICATION BY PROGENICS. Progenics shall indemnify, defend and hold harmless each Wyeth Indemnified Party from and against any and all Liability that the Wyeth Indemnified Party may be required to pay one or more Third Parties resulting from or arising out of: (a) Wyeth’s Commercialization of the SC Product or retaining ownership of any Registrational Filings and Regulatory Approvals beyond the International Sale Period as a result of Progenics’ request, pursuant to Section 4.3.1 or 5.2.5; (b) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Termination Agreement; (c) personal injury or death of any person as a result of use of any Product sold by Wyeth, its Affiliates or sublicensees in accordance with this Termination Agreement after the US Sale Period or International Sale Period or by Progenics, its Affiliates or sublicensees, regardless of whether Wyeth’s name appears on the label for such Product; (d) the material breach by Progenics of any of its representations, warranties or covenants set forth in this Termination Agreement; (e) any breach by Progenics of any Selected Third Party Contract occurring or liability arising after the assignment of such contract to Progenics; (f) the Development, marketing, promotion, manufacture, use, sale, offer for sale, or importation of any Product after the US Sale Period or International Sale Period, as applicable; or (g) any action taken by Progenics or failure of Progenics to act after the Effective Date with regard to the listing of any Patent Right in the Orange Book with respect to any Product; except, in each case, to the extent caused by the gross negligence or intentional misconduct of Wyeth or any Wyeth Indemnified Party. 12221462_5.DOC

INDEMNIFICATION BY PROGENICS. Except as otherwise provided in Sections 8.8(b) or (c), Progenics will defend, indemnify and hold harmless CBC against any and all claims, actions, liabilities, damages, loses, costs or expenses, including reasonable attorneys' fees, based upon or arising out of the sales or use of any Licensed Product by Progenics or a sublicensee, unless CBC should fail to give Progenics prompt notice thereof in writing and such failure materially prejudices CBC's abilities to defend against such claim. CBC shall permit Progenics to control the investigation, preparation and defense thereof(including any compromise or settlement thereof and any appeal) and provide reasonable assistance to Progenics, at Progenics' expense, in that regard.

INDEMNIFICATION BY PROGENICS. Progenics will indemnify, defend and hold harmless Wyeth, its Affiliates, sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, a “Wyeth Indemnified Party”) from and against any and all Liabilities that the Wyeth Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Agreement; (b) the material breach by Progenics of any of its representations, warranties or covenants set forth in this Agreement; or (c) personal injury or death of any person as a result of use of any Product supplied by Progenics for use in clinical trials to the extent caused by a manufacturing defect, except, in each case ((a), (b), and (c)), to the extent caused by the gross negligence or intentional misconduct of Wyeth or any Wyeth Indemnified Party.