Indemnification by Roche. ROCHE shall indemnify, hold harmless and defend ENS and its directors, officers, employees and agents from and against any and all losses, expenses, cost of defense (including without limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts ENS becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims arise out of activities related to Product in the Field (e.g. product liability claims) conducted by or on behalf of ROCHE, except to the extent such losses, expenses, costs and amounts are due to the negligence or misconduct or failure to act of ENS.
Indemnification by Roche. Subject to Sections 13.3 and 14.14 hereof, Roche hereby agrees to defend, indemnify and hold harmless VIA, its Affiliates and sublicensees, and their directors, officers, employees and agents (“VIA Indemnitees”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses and expenses incurred in connection with the enforcement of this provision), resulting from any Third Party suits, actions, or claims which arise out of claims against VIA Indemnitees brought by Third Parties after the Effective Date of this Agreement, including but not limited to, any actions in contract (including breach of warranty), tort (including negligence, strict liability or commercial torts) which arise, result from, or relate to:
(i) any breach of any of the representations of Roche contained in Section 9.1 hereof,
(ii) the gross negligence, recklessness or willful misconduct of Roche, its Affiliates or agents, and
(iii) any development or commercialization (including without limitation, any manufacture, storage, use or possession) of Compound, Derivatives, Additional Licensed Compounds or Licensed Product by Roche or its Affiliates. Items (i) through (iii) are hereinafter collectively referred to as an “VIA Loss.” Roche shall have no obligation to indemnify VIA, to the extent that any VIA Loss arises out of the gross negligence or willful misconduct of any VIA Indemnitee or VIA’ breach of this Agreement.
Indemnification by Roche. Roche shall defend, indemnify and hold harmless Alnylam, its Affiliates, and their respective directors, officers, employees and agents (the “Alnylam Indemnitees”), at Roche’s cost and expense, from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of any Third Party claim based on or resulting from: (a) any breach by Roche of any of its representations, warranties, covenants or obligations pursuant to this Agreement; (b) the negligence or willful misconduct of Roche or its Related Parties, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement; (c) the Development, Manufacture, Commercialization, or use of the Licensed Product(s) by Roche as the Commercializing Party hereunder, or by any of its Related Parties, including any Product Liability Claim relating to such Licensed Product(s) (except as provided in Section 13.3); (c) any Advertising Claims; or (d) the pricing and commercial terms of Licensed Product(s) in the U.S., or any policy governing the handling of returns, recalls, order processing, invoicing and collection, distribution, and inventory and receivables for, Licensed Product(s) in the U.S., if Roche is responsible hereunder for booking sales of such Licensed Product(s) in the U.S. Roche shall have no obligation to indemnify the Alnylam Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Alnylam in this Agreement, or any breach or violation of any covenant or obligation of Alnylam or its Related Parties in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Alnylam Indemnitees.
Indemnification by Roche. Roche shall indemnify, hold harmless and defend FMI and its Affiliates, and their respective directors, officers, employees, independent contractors, and agents from and against any and all losses, expenses, cost of defense (including without limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts FMI becomes legally obligated to pay because of any claim or claims brought by a Third Party against it to the extent that such claim or claims arise out of any member of the Roche Group’s action or inactions in connection with activities under this Agreement, except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of FMI.
Indemnification by Roche. Roche agrees to defend, indemnify and hold Trimeris and its directors, officers, employees and agents (the “Trimeris indemnified parties”) harmless from and against any losses, costs, and damages, including reasonable costs and expenses arising out of the development, manufacture, use, sale or other disposition of any Product by Roche, its Affiliates, its sublicensees, its distributors, or representatives, except to the extent that such losses, costs and damages are due to the negligence or wrongful acts or failures to act of Trimeris. In the event of any such claim against the Trimeris indemnified parties by a third party, Trimeris shall promptly notify Roche in writing of the claim and Roche shall undertake and shall solely manage and control, at its sole expense, the defense of the claim and its settlement. The Trimeris indemnified parties shall cooperate with Roche and may, at their option and expense, be represented in any such action or proceeding. Roche shall not be liable for any litigation costs or expenses incurred by the Trimeris indemnified parties without Roche’s written authorization. Roche shall not settle any such claim against Trimeris unless such settlement fully and unconditionally releases Trimeris from all liability relating thereto, unless Trimeris otherwise agrees in writing.
Indemnification by Roche. Roche shall indemnify, hold harmless and defend Pieris and its directors, officers, employees and agents from and against any and all losses, expenses, cost of defense (including without limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts Pieris becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims arise out of activities conducted by or on behalf of Roche under this Agreement, except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of Pieris.
Indemnification by Roche. Roche hereby agrees to indemnify, hold harmless and defend Gilead against any and all expenses, costs of defense (including without limitation attorneys' fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts Gilead becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims (i) result from Roche's activities under this Agreement, (ii) arise out of the breach or alleged breach of any representation or warranty by Roche hereunder, (iii) are due to the negligence or misconduct of Roche, or (iv) arise out of the possession, manufacture, use, sale or administration of the Product by Roche or Roche's Affiliates or sublicensees; provided that (a) Gilead provides Roche with prompt notice of any such claim and the exclusive ability to defend (with the reasonable cooperation of Gilead) or settle any such claim and (b) such indemnities shall not apply to the extent such claims are covered by Gilead's indemnity set forth in Section 11.1 above.
Indemnification by Roche. Roche shall indemnify, hold harmless and defend BPM and its directors, officers, employees and agents from and against any and all Third Party liabilities, losses, expenses, cost of defense (including without limitation attorneys' fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts BPM becomes legally obligated to pay because of breach of contract by Roche or any claim or claims against it to the extent that such claim or claims arise out of Roche’s and its Affiliates’ actions or inactions in connection with activities under this Agreement, including the Exploitation of any Library Compounds, Other Compounds, Collaboration Compounds, Products or Licensed Products, except to the extent such liabilities, losses, expenses, costs and amounts are due to the breach of this Agreement by BPM or the gross negligence or willful misconduct or failure to act of BPM.
Indemnification by Roche. In connection with any registration in which Roche is participating, Roche will furnish to the Company in writing such information and affidavits with respect to Roche as the Company reasonably requests for use in connection with any such registration, prospectus, or preliminary prospectus and agrees to indemnify the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company (within the meaning of either the 1933 Act or of the 1934 Act) to the same extent as the foregoing indemnity from the Xxxxxxx to such holder, but only with respect to information relating to such holder furnished to the Company in writing by Roche expressly for use in the Registration Statement, the prospectus, any amendment or supplement thereto, or any preliminary prospectus.
Indemnification by Roche. ROCHE shall indemnify, hold harmless and defend SYNTA, its Affiliates and their respective directors, officers, employees and agents from and against any and all losses, expenses, cost of defense (including reasonable attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts SYNTA becomes legally obligated to pay because of any claim or claims against it, to the extent that such claim or claims arise out of (a) the Research, Development, Manufacture, Commercialization, use or importation of Licensed Compounds or Licensed Products by or on behalf of ROCHE, its Affiliates or Sublicensees (including product liability claims), (b) the breach of any of ROCHE’s representations or warranties hereunder, or (c) any infringement of any Third Party Patent Rights or misappropriation of any Third Party Know-How in connection with the Development, Manufacture, Commercialization, use or import of any Licensed Compounds or Licensed Products, in all cases except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct of SYNTA or breach of any of SYNTA’s representations and warranties hereunder.
