Novartis Indemnity Sample Clauses
The Novartis Indemnity clause serves to protect Novartis from legal liability or financial loss arising from specific actions or omissions related to the agreement. Typically, this clause requires the other party to compensate Novartis for damages, claims, or expenses resulting from breaches of contract, negligence, or infringement of third-party rights. By allocating responsibility for certain risks to the other party, the clause ensures that Novartis is shielded from potential legal and financial exposure associated with the transaction.
Novartis Indemnity. Novartis shall indemnify, defend and hold harmless ImmunoGen, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “ImmunoGen Indemnitees”), against all liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the ImmunoGen Indemnitees, or any of them, as a direct result of any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters (collectively, “Third Party Claims”), arising out of (i) the Material Breach of this Agreement by Novartis; (ii) the Development or Commercialization (including, without limitation, the production, manufacture, promotion, import, sale or use by any Person) of any Licensed Product by Novartis or any of its Affiliates, Sublicensees, distributors or agents; or (iii) the gross negligence or willful misconduct of Novartis; except in each case to the extent any such Third Party Claim or Losses result from a Material Breach of this Agreement by, or the gross negligence or willful misconduct of, ImmunoGen; provided that with respect to any such Third Party Claim for which ImmunoGen also has an obligation to any Novartis Indemnitee pursuant to Section 10.1(b) hereof, Novartis shall indemnify each ImmunoGen Indemnitee for its Losses to the extent of Novartis’ responsibility, relative to ImmunoGen (or to Persons for whom the ImmunoGen is legally responsible), for the facts underlying the Third Party Claim.
Novartis Indemnity. Subject to the terms of this Clause 13 (Mutual Release and Indemnification) and Clause 15 (Liabilities and Additional Matters), Novartis shall, with effect from the Separation Date and to the fullest extent permitted by Applicable Law, indemnify on demand and hold harmless Alcon and each member of the Alcon Group and their respective directors, officers, managers, members, agents and employees against and in respect of all Liabilities actually suffered or incurred by any of them to the extent arising out of or resulting from any Novartis Liabilities, including the failure of Novartis or any other member of the Novartis Group or any other Person to pay, perform or otherwise promptly discharge any Novartis Liability in accordance with its terms.
Novartis Indemnity. Subject to the provisions of Section 7.3, Novartis shall defend and indemnify and hold harmless TCS and its Affiliates and their respective directors, officers, agents and employees from and against any and all losses, liabilities, claims, damages, penalties, fines, costs and expenses (including reasonable legal fees and other litigation costs, regardless of outcome) arising out of any and all governmental or private actions (or their insurers under rights of subrogation or otherwise) that are related in any way (i) to Novartis', its Affiliates' and/or sub-licensees' development, importation, sale, manufacture, storage or use of the Licensed Materials or Licensed Products; (ii) to any claim of failure by Novartis, its Affiliates and/or sub-licensees to comply with governmental requirements relating to the Licensed Materials and/or Licensed Products including, but not limited to, the reporting of adverse events and safety information or (iii) to Novartis', its Affiliates' and/or sub-licensees' negligence or any acts or omissions by Novartis in connection with the Licensed Materials or Licensed Products or in violation of its obligations under this Agreement.
Novartis Indemnity. Subject to this Clause 13 (Mutual Release and Indemnification) and Clause 14 (Liabilities and Additional Matters), Novartis shall, with effect from the Separation Date and to the fullest extent permitted by Applicable Law, indemnify on demand, defend and hold harmless each of the Sandoz Indemnitees against and in respect of all Liabilities actually suffered or incurred by any of them to the extent arising out of or resulting from any Novartis Liabilities, including the failure of Novartis or any other member of the Novartis Group or any other Person to pay, perform or otherwise promptly discharge any Novartis Liability in accordance with its terms and any such Liabilities arising by way of setoff, counterclaim or defense or enforcement of any security interest.
Novartis Indemnity. 7 5.2 ANESTA Indemnity............................. 8 5.3
Novartis Indemnity. Subject to the provisions of Section 5.3, NOVARTIS shall defend and indemnify and hold harmless ANESTA and its Affiliates and their respective directors, officers, agents and employees from and against any and all losses, liabilities, claims, damages, penalties, fines, costs and expenses (including reasonable legal fees and other litigation costs, regardless of outcome) arising out of any and all governmental or third-party private actions (or their insurers under rights of subrogation or otherwise) that are related in any way (i) to NOVARTIS', its Affiliates' and/or sub-licensees' development, importation, sale, manufacture, packaging, promotion, marketing, distribution, storage or use of the OT-[*] Products, Prototypes, and Placebos; (ii) to any claim of failure by NOVARTIS, its Affiliates and/or sub-licensees to comply with [*] = 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 24B-2 of the Securities Exchange Act of 1934, as amended.
Novartis Indemnity. Novartis agrees to indemnify and save harmless QLT from and against all claims, actions, direct damages, losses, costs and expenses of any kind (including that arising out of physical injury) made upon QLT by any third party:
23.5.1 respecting the manufacture, transport or storage of ZnPc and any Additional Photosensitizers for which Novartis is the Drug Owner and the sale, distribution or use of any Products, except for those for which QLT indemnifies Novartis pursuant to Section 23.6; and
23.5.2 that the rights licensed by Novartis to QLT under this Agreement, or the exploitation thereof infringes its lawful property rights, including rights in any valid patent, copyright, or trade secret.
Novartis Indemnity. Novartis shall indemnify, defend, and hold harmless Codexis and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns, and representatives (the “Codexis Indemnitees”), from and against any and all Losses from Claims from Third Party(ies) to the extent arising out of or relating to, directly or indirectly: (a) the negligence, recklessness or wrongful intentional acts or omissions of Novartis, its Affiliates, and sublicensees and its or their respective directors, officers, employees and agents, in connection with Novartis’ performance of its obligations or exercise of its rights under this Agreement; (b) any breach by Novartis of any representation, warranty or covenant set forth in this Agreement; (c) [***]; provided, however, that Novartis’ indemnification obligations under this Section 11.2 will not apply to any such Losses to the extent (A) such Losses are finally determined by a court or tribunal of competent jurisdiction to be attributable to any Codexis Indemnitee having committed an act or acts of negligence, recklessness or willful misconduct, (B) such Losses result from any breach by Codexis of any representation, warranty or covenant set forth in this Agreement, or (C) Codexis is required to indemnify Novartis pursuant to Section 11.1.
Novartis Indemnity. Notwithstanding anything contained in, and without prejudice or limitation to the indemnification provisions in, the Option Agreement and Development License and Commercialization Agreement, which remain in full force and effect, Novartis is liable for and shall indemnify and hold Cell Genesys and/or any of Cell Genesys' Affiliates harmless against all Losses incurred by Cell Genesys and Cell Genesys' Affiliates resulting from Novartis' and/or its Affiliates willful misconduct or negligence in respect of the performance, breach of or failure to perform any of its obligations under this Agreement and the safety of the Finished Product distributed by or on behalf of Novartis or Novartis' Affiliates, except for any such Loss against Cell Genesys and/or any of Cell Genesys' Affiliates results from Cell Genesys' or Cell Genesys' Affiliates' willful misconduct or negligence in respect of the performance or breach of or failure to perform any of its obligations under this Agreement.