Common use of Indemnification by Roche Clause in Contracts

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. Unless otherwise provided herein, Roche shall defendindemnify, indemnify and hold harmless Alnylam, and defend Aspreva and its Affiliates, and their respective directors, officers, employees and agents (the “Alnylam Indemnitees”), at Roche’s cost and expense, "ASPREVA INDEMNITEES") from and against any liabilities, losses, costs, damages, fees and all Claims resulting 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 alleged 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 result 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 of the following (each, a "ROCHE ASSUMED LIABILITY"): (a) a breach ofof a representation, warranty, or inaccuracy incovenant of this Agreement by Roche; (b) any statement or representation attributable to Roche, its Affiliates, or their respective officers, directors, employees, agents, sublicensees or subcontractors (the "ROCHE PARTIES") that is inconsistent with or contrary to the Product labeling or Existing Marketing Materials; (c) Third Party personal injury or death, possibility of injury or death, or economic loss with respect to Product (other than an Advertising Claim in the Field); (d) any representation violation of applicable law or warranty made regulation by Alnylam the Roche Parties in the performance of Roche's obligations under this Agreement, or including, without limitation, with regard to Roche's obligations pertaining to adverse event reporting and recalls of the Product; (e) 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 of the Roche Parties; (f) terms and conditions with respect to the sale of Product in the Territory; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (g) failure of the Product to comply with Specifications or Roche's warranty under Section 7.1; (h) violation or infringement of any right granted by a Roche Party to a Third Party Distributor, or breach of any obligation undertaken by a Roche Party with respect to a Third Party Distributor; or (i) infringement of Third Party patent rights through the manufacture, sale, advertising, and/or importation of the Alnylam IndemniteesProduct, if such Claims are not based solely on use of the Product in the Field. Such indemnity shall not apply if Aspreva fails to comply with the indemnification procedures set forth in Section 13.3 or to the extent it is shown that the Claim was the result of any Aspreva Assumed Liability.

Indemnification by Roche. Roche shall defendindemnify, indemnify and hold harmless Alnylam, and defend SQZ and its Affiliates, Affiliates and their respective directors, officers, employees and agents (the each a “Alnylam IndemniteesSQZ Indemnified Party”), at Roche’s cost and expense, from ) and against any liabilities, and all losses, costsexpenses, cost of defense (including without limitation attorneys’ fees, witness fees, damages, fees or expenses (including reasonable attorneys’ feesjudgments, fines and amounts paid in settlement) (collectively, “Losses”) and any other amounts a SQZ Indemnified Party becomes legally obligated to pay to the extent arising out of any Third Party claim based claim, suit, proceeding or cause of action brought against such SQZ Indemnified Party with respect to a Licensed Product, alone or in combination with the Microfluidic Chip and SQZ Platform (e.g. product liability claims) conducted by or on or resulting from: (a) any behalf of Roche, the Exploitation of Licensed Products, the breach of this Agreement by Roche of any of or its representations, warranties, covenants Affiliates (directly or obligations pursuant to this Agreement; (bthrough Sublicensees or independent contractors) or the gross negligence or willful misconduct of Roche, except to the extent such losses, expenses, costs and amounts arise out of the breach of this Agreement by SQZ (directly or through Sublicensees or independent contractors) or the gross negligence or willful misconduct of SQZ. Roche or shall indemnify, hold harmless and defend HHMI and its Related Parties, or any of their respective directorstrustees, officers, employees and agentsagents (collectively, in the performance “HHMI lndemnitees”) from and against any claim, liability, cost, expense, damage, deficiency, loss or obligation of obligations any kind or exercise nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses 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(sdefense) (except as provided in Section 13.3); (ccollectively, “Claims”) any Advertising Claims; or (d) the pricing and commercial terms of Licensed Product(s) in the U.S.based upon, 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 arising out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Alnylam in otherwise relating to this Agreement, Agreement or any breach sublicense to Roche of rights owned in whole or violation in part by HHMI, including without limitation any cause of action relating to product liability. The previous sentence will not apply to any covenant or obligation Claim that is determined with finality by a court of Alnylam or its Related Parties in or pursuant competent jurisdiction to this Agreement, or result solely from the gross negligence or willful misconduct by of an HHMI lndemnitee. Notwithstanding any other provision of this Agreement, Roche’s obligation to defend, indemnify and hold harmless HHMI lndemnitees under this paragraph will not be subject to any limitation or exclusion of any of the Alnylam Indemniteesliability or damages or otherwise limited in anyway.