Indemnification by Wyeth. Wyeth will indemnify, defend and hold harmless Trubion, and each of its respective employees, officers, directors and agents (each, a "Trubion Indemnified Party") from and against any and all liability, loss, damage, expense (including reasonable attorneys' fees and expenses) and cost (collectively, "Liabilities") that the Trubion Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:
Indemnification by Wyeth. Wyeth shall indemnify, defend and hold Impax, its officers, directors, agents, employees, and Affiliates, harmless from any Claims of a Third Party, which arise out of or in connection with (i) the breach by Wyeth of any of its representations, warranties or obligations under this Agreement, (ii) the manufacture, sale, or use of the Product and the manufacture or use of the Promotional Materials, (iii) infringement or misappropriation of any Third Party patent, trade secret or trademark by the Product or the Wyeth Trademarks, or (iv) any negligent or wrongful act or omission of Wyeth, except to the extent that such Claims are subject to indemnification by Impax pursuant to Section 8.1 above.
Indemnification by Wyeth. Wyeth agrees to defend, indemnify and hold harmless Biomatrix from and against any and all claims of third parties and liabilities, judgments, penalties, losses, costs, damages and expenses resulting therefrom, arising by reason of *
Indemnification by Wyeth. 19 10.3 Procedure........................................................... 19 10.4 Insurance........................................................... 20 10.5 Limitation.......................................................... 20 11. MISCELLANEOUS............................................................. 20 11.1 Assignment.......................................................... 20 11.2
Indemnification by Wyeth. Wyeth will indemnify, defend and hold harmless Neurocrine and its sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, a "Neurocrine Indemnified Party") from and against any and all Liabilities that the Neurocrine Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of any Third Party claims of any nature arising out of:
Indemnification by Wyeth. Wyeth shall indemnify, defend and hold harmless Teva, its Affiliates and their respective officers, directors, shareholders, employees, agents, representatives, successors and assigns, heirs, administrators, executors, suppliers and manufacturers (collectively, the “Teva Indemnitees”) from any claims, losses, liabilities, costs, expenses (including reasonable attorney fees) and damages related to personal injury of any Third Party (collectively, a “Liability”), arising out of any product liability claim made by such Third Party to the extent that such product liability claim results from such Third Party being injured by the IR Reference Product or the XR Reference Product or any Authorized Generic Product. Notwithstanding the foregoing, Wyeth shall have no obligations to any Teva Indemnitee under this Section unless Teva (i) gives Wyeth prompt notice of any claim or lawsuit or other action for which it seeks to be indemnified under this Agreement (ii) gives Wyeth
Indemnification by Wyeth. Wyeth shall indemnify, defend and hold harmless each Progenics Indemnified Party from and against any and all Liability that the Progenics Indemnified Party may be required to pay one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Wyeth or its Affiliates in performing any activity contemplated by this Termination Agreement; (b) personal injury or death of any person as a result of use of any Product sold by Wyeth, its Affiliates or sublicensees prior to or during the US Sale Period or International Sale Period ; (c) the material breach by Wyeth of any of its representations, warranties or covenants set forth in this Termination Agreement; (d) any breach by Wyeth of any Selected Third Party Contract occurring or liability arising prior to the assignment of such contract to Progenics; or (e) any action taken by Wyeth or failure of Wyeth to act prior to 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 Progenics or any Progenics Indemnified Party.
Indemnification by Wyeth. Wyeth shall defend, indemnify and hold King and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses (including attorneys’ fees and costs) incurred by or payable to any third party (each a “Liability” and collectively “Liabilities”) arising out of: (a) any breach by Wyeth of any representation, warranty or covenant contained in this Agreement; and (b) any claims by third parties relating to the performance or nonperformance of Wyeth’s obligations under this Agreement, provided, however, that Wyeth shall not be required to indemnify King with respect to any such claim, liability, loss, cost, action, suit, damage or expense hereunder to the extent the same is caused by any negligent act or omission or intentional misconduct by King or any of its Affiliates or is otherwise covered by King’s indemnification obligation in Section 13.2.
Indemnification by Wyeth. Wyeth will indemnify, defend and hold harmless ADLS and its Affiliates, Licensees and each of their respective employees, officers, directors and agents (each, an “ADLS Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the ADLS Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of (i) any claims of any nature, including product liability claims, arising out of the Development, Manufacture or Commercialization of Compounds or Products by, on behalf of or under the authority of Wyeth (other than by ADLS, its Affiliates or Licensees or any of their respective employees, officers, directors and agents), or (ii) any breach by Wyeth of any representation, warranty or covenant set forth in this Agreement, except, in each case, to the extent caused by the negligence or willful misconduct of ADLS or any ADLS Indemnified Party or any breach by ADLS of any representation, warranty or covenant set forth herein.
Indemnification by Wyeth. Wyeth shall indemnify, defend and hold harmless Buyer and its Affiliates, and each of its and their respective employees, officers, directors agents, controlling persons and successors and assigns (each, a "Buyer Indemnified Party") from and against any Liability which the Buyer Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Wyeth of any representation or warranty, or the failure by Wyeth to perform any covenant, contained in this Agreement; or (ii) the manufacture of Products. Notwithstanding the foregoing, Wyeth shall have no obligation under this Agreement to indemnify, defend, or hold harmless any Buyer Indemnified Party with respect to any Liability which results from willful misconduct or negligent acts or omissions of Buyer, its Affiliates or any of their respective employees, officers, directors, agents controlling persons or successors and assigns.
