Common use of Indemnification by Roche Clause in Contracts

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 ROCHE agrees to defend, indemnify and hold Trimeris ------------------------ TRIMERIS and its directors, officers, employees and agents (the “Trimeris indemnified "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 Joint Product by RocheROCHE, 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 TrimerisTRIMERIS. In the event of any such claim against the Trimeris indemnified TRIMERIS Indemnified parties by a third party, Trimeris TRIMERIS shall promptly notify Roche ROCHE in writing of the claim and Roche ROCHE shall undertake and shall solely manage and control, at its sole expense, the defense of the claim and its settlement. The Trimeris indemnified TRIMERIS Indemnified parties shall cooperate with Roche ROCHE and may, at their option and expense, be represented in any such action or proceeding. Roche ROCHE shall not be liable for any litigation costs or expenses incurred by the Trimeris indemnified TRIMERIS Indemnified parties without Roche’s ROCHE's written authorization. Roche ROCHE shall not settle any such claim against Trimeris TRIMERIS unless such settlement fully and unconditionally releases Trimeris TRIMERIS from all liability relating thereto, unless Trimeris TRIMERIS otherwise agrees in writing.

Indemnification by Roche. Roche agrees to defend, indemnify and hold Trimeris and its directors, officers, employees and agents (the “"Trimeris indemnified 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 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 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 Indemnified parties without Roche’s '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.