Common use of Indemnification by ViroPharma Clause in Contracts

Indemnification by ViroPharma. 11.1.1. ViroPharma shall indemnify INS, its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs, fees and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, actions, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the breach by ViroPharma, its Sublicensees or any of its or their respective Affiliates of any representation, warranty, covenant, undertaking or other term contained in this Agreement; (b) the negligence or willful misconduct on the part of ViroPharma, its Sublicensees or any of its or their respective Affiliates in performing its or their obligations under this Agreement; or (c) the Exploitation by ViroPharma, its Sublicensees or any of its or their respective Affiliates of the Licensed Products, except in each case ((a), (b) and (c)) for those Losses for which INS has an obligation to indemnify ViroPharma pursuant to Section 11.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective responsibility for the Losses; provided, however, that ViroPharma shall not be obligated to indemnify INS for any Losses to the extent that such Losses arise as a result of negligence or willful misconduct on the part of INS or any of its Affiliates or Sublicensees. 11.1.2. In addition, ViroPharma shall indemnify NYU and SAMSF and their trustees, officers, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (the “Academic Indemnitees”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (“Academic Losses”) incurred or imposed upon the Academic Indemnitees, as provided in the Academic License, substituting ViroPharma for INS under the Academic License, mutatis mutandis, with respect for such indemnification obligations, it being acknowledged and agreed, that ViroPharma shall not be obligated to indemnify NYU or SAMSF for any Academic Losses for which INS has responsibility under the applicable Academic License or otherwise to the extent that such Academic Losses arise out of or relate to (a) events or circumstances that occurred prior to the Effective Date, or (b) actions or omissions of INS, or its Affiliates or licensees or sublicensees, taken or omitted to be taken under the Academic License that are independent from this Agreement, including any exploitation of any University Research Technology (as such term is defined in the Academic License) that is outside the scope of this Agreement and the exclusive sublicense granted by INS to ViroPharma under Section 2.1(c) of this Agreement, including, for the avoidance of doubt, the *** and/or *** of the ***.

Indemnification by ViroPharma. 11.1.1. ViroPharma shall will indemnify INS, and hold Lilly (and its Affiliates and their respective its Affiliates’ directors, officers, employees officers and agents, and defend and save each of them harmless, employees) harmless from and against any and all lossesDamages incurred or suffered by Lilly (and its Affiliates and its Affiliates’ directors, damages, liabilities, costs, fees officers and expenses (including reasonable attorneys’ fees and expensesemployees) (collectively, “Losses”) in connection with any and all suits, actions, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: of a Third Person demand, claim, action, suit or judgment to the extent caused by or arising out of or in connection with: (a) the any breach by ViroPharma, its Sublicensees or any of its or their respective Affiliates of any representationrepresentation or warranty made by ViroPharma in this Agreement, warranty, the Transition Services Agreement or the Manufacturing Agreement or in any other document delivered in connection herewith or therewith; (b) any failure to perform duly and punctually any covenant, agreement or undertaking or other term on the part of ViroPharma contained in this Agreement; , the Transition Services Agreement or the Manufacturing Agreement; (bc) any Assumed Liabilities; (d) any ViroPharma New Product or assets related to the ViroPharma New Products infringing or violating the patent rights or other intellectual property rights of Third Persons; (e) the negligence manufacturing, handling, possession, marketing, distribution, promotion, sale, importation or use of the Marketed Product and ViroPharma New Product by ViroPharma or a Permitted Seller after the Closing Date including any Third Person claim alleging breach of any express or implied warranties of merchantability or fitness for a particular purpose or asserting strict liability, except to the extent such Damage is caused by Lilly Error, by a breach of this Agreement or the Manufacturing Agreement by Lilly or is an Excluded Liability; and (f) the negligence, willful misconduct on the part or illegal acts of ViroPharma, or its Sublicensees or any Affiliates; and (g) ViroPharma’s failure to comply in all material respects with Applicable Laws in connection with the performance of its obligations hereunder, under the Transition Services Agreement or their respective Affiliates in performing its under the Manufacturing Agreement or their obligations under this AgreementViroPharma’s or another Permitted Seller’s failure to comply with Applicable Laws relating to manufacturing, having manufactured, using, distributing, marketing, co-marketing, promoting, co-promoting, selling and having sold the Marketed Product, New Indications and/or ViroPharma New Products on or after the Closing Date; or (c) the Exploitation by ViroPharma, its Sublicensees or any of its or their respective Affiliates of the Licensed Products, except in each case ((a), (b) and (c)) for those Losses for which INS has an obligation to indemnify ViroPharma pursuant to Section 11.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective responsibility for the Losses; provided, however, that ViroPharma shall not be obligated to indemnify INS for any Losses to the extent that such Losses arise as any Damages related to or arising therefrom are caused by Lilly Error or by a result of negligence or willful misconduct on the part of INS or any of its Affiliates or Sublicensees. 11.1.2. In addition, ViroPharma shall indemnify NYU and SAMSF and their trustees, officers, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (the “Academic Indemnitees”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (“Academic Losses”) incurred or imposed upon the Academic Indemnitees, as provided in the Academic License, substituting ViroPharma for INS under the Academic License, mutatis mutandis, with respect for such indemnification obligations, it being acknowledged and agreed, that ViroPharma shall not be obligated to indemnify NYU or SAMSF for any Academic Losses for which INS has responsibility under the applicable Academic License or otherwise to the extent that such Academic Losses arise out of or relate to (a) events or circumstances that occurred prior to the Effective Date, or (b) actions or omissions of INS, or its Affiliates or licensees or sublicensees, taken or omitted to be taken under the Academic License that are independent from this Agreement, including any exploitation of any University Research Technology (as such term is defined in the Academic License) that is outside the scope of this Agreement and the exclusive sublicense granted by INS to ViroPharma under Section 2.1(c) breach of this Agreement, including, for the avoidance of doubt, Transition Services Agreement or the *** and/or *** of the ***Manufacturing Agreement by Lilly.