By Alnylam. Alnylam shall defend, indemnify and hold harmless Novartis, its Affiliates and their respective directors, officers, employees and agents, at Alnylam's cost and expense, from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable fees and expenses of legal counsel) arising out of any Third Party claim based on (i) any breach by Alnylam of any of its representations, warranties or obligations pursuant to this Agreement, or any claim the allegations of which, if true, would constitute a breach of the representations or warranties set forth in this Agreement, or (ii) the negligence or willful misconduct of Alnylam or its Affiliates or sublicensees, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement, or (iii) any Product Liability Claim relating to a product that is Discovered, Developed, Manufactured or Commercialized by Alnylam (excluding, for the avoidance of doubt, Licensed Products), except to the extent that such claims arise out of any negligence or willful misconduct of Novartis or its Affiliates or sublicensees, or any of their respective directors, officers, employees and agents. "Product Liability Claim" shall mean, with respect to a product, any Third Party claim, suit, action, proceeding, liability or obligation involving any actual or alleged death or bodily injury arising out of or resulting from the use of such product.
By Alnylam. Alnylam shall defend, indemnify and hold harmless Licensee, its Affiliates and their respective directors, officers, employees and agents, at Alnylam’s cost and expense, from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable fees and expenses of legal counsel) arising out of any Third Party claim based on (i) any breach by Alnylam of any of its representations, warranties or obligations pursuant to this Agreement, or (ii) the negligence or willful misconduct of Alnylam or its Affiliates or sublicensees, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement; except to the extent that such claims arise out of any negligence or willful misconduct of Licensee or its Affiliates, Licensee Partners or sublicensees, or any of their respective directors, officers, employees and agents.
By Alnylam. Alnylam represents and warrants to CSHL that Alnylam has all necessary corporate power and authority to enter into and perform its obligations under this Agreement without the consent or approval of any other person or entity.
By Alnylam. Except as expressly otherwise set forth in a Transaction Agreement, Alnylam shall indemnify, hold harmless, and defend Vir, its Affiliates and their respective directors, officers, employees and agents (“Vir Indemnitees”) from and against any and all Losses to the extent such Losses arise out of or result from, directly or indirectly, (i) any breach of any representation or warranty made by Alnylam in the Transaction Agreements or any breach of any covenant or agreement of Alnylam in the Transaction Agreements, (ii) the negligence or willful misconduct of Alnylam and its Affiliates, and their respective directors, officers, employees and agents, in the performance of Alnylam’s obligations under the Transaction Agreements, (iii) the Development or Manufacture of Licensed Products by Alnylam or its Related Parties, contractors, or distributors, (iv) the exercise by Alnylam or its Related Parties of its rights in Section 6.2(b), or (v) the Development, Manufacture, or Commercialization of Terminated Products by Alnylam or its Related Parties, contractors, or distributors. Notwithstanding the foregoing, Alnylam shall have no obligation to indemnify the Vir Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, (1) any breach of any representation or warranty made by Vir in the Transaction Agreements, (2) any breach of any covenant or agreement of Vir in the Transaction Agreements, (3) the negligence or willful misconduct of any of the Vir Indemnitees or any other Vir Related Parties and their respective directors, officers, employees and agents, or (4) the Development, Manufacture or Commercialization of Licensed Products by Vir or its Related Parties, contractors, or distributors.
By Alnylam. Alnylam will use Commercially Reasonable Efforts to conduct quality oversight inspections and audits of the facilities and services of the Permitted Third Parties utilized by Alnylam, and will conduct quality oversight inspections and audits of the manufacturing facilities for the Products in accordance with its internal policies.
By Alnylam. Alnylam will indemnify and hold Blackstone, its Affiliates, its investors and its and their respective officers, directors, employees and agents (the “Blackstone Indemnified Parties”), harmless from any and all Losses arising or resulting from any Claims by a Third Party against any Blackstone Indemnified Parties to the extent arising from (a) a Product supplied by or on behalf of Alnylam, its Affiliates or sublicensees; (b) a Product Clinical Trial, including a physical injury or death of a Subject that is caused by a Subject’s participation in a Product Clinical Trial, whether or not directly attributable to a Product; (c) Alnylam’s gross negligence or willful misconduct in performing its obligations under this Agreement; (d) Alnylam’s material breach of this Agreement (e) the actions (or inactions) of a Permitted Third Party, (f) any material breach of a Protocol by Alnylam, or its Affiliate, or of its or their respective Permitted Third Parties, (g) actual or alleged infringement of any Third Party’s Intellectual Property by a Product (including its use or manufacture) or by either Party in performing its duties or obligations hereunder with respect to a Product; and (h) injuries sustained by Subjects in connection with the Product Clinical Trials, including Claims arising prior to the Effective Date based upon physical injury or death of a Subject in connection with the Product Clinical Trials, or from the Commercialization of a Product; except to the extent that any of the foregoing (a) through (h) were caused by (i) the gross negligence or willful misconduct of any Blackstone Indemnified Party, or (ii) material breach of this Agreement by Blackstone.
By Alnylam. In the event that Alnylam terminates this Agreement pursuant to this Section 13.3.1 then all payment obligations of Alnylam hereunder, including pursuant to Article 6, shall terminate as of the date of such termination, and Alnylam will not be required to make any payment to Blackstone with respect to any Development Costs paid by Blackstone for the terminated Product(s).
By Alnylam. If Alnylam or any of its Affiliates or sublicensees initiates any legal action seeking a determination that any of the Takeda New Delivery Patent Rights or the Takeda Licensed Pre-Existing Delivery Patent Rights (or other applicable Patent Rights of Takeda licensed hereunder in connection with any Shared Product or Abandoned Product) in any country are invalid, unenforceable, and/or not infringed (including a request for reexamination of any such Patent Rights), to the extent permitted by the applicable Law of such country, Takeda may terminate this Agreement with the effects provided under Section 11.5(c) upon sixty (60) days’ prior written notice to Alnylam, provided, however, that if, prior to the end of such sixty (60) day period Alnylam is able to obtain a full and complete withdrawal of such action, the termination shall not become effective and this Agreement shall remain in full force and effect.
By Alnylam. Alnylam shall defend, indemnify and hold harmless Takeda, its Affiliates and their respective directors, officers, employees and agents (“Takeda Indemnified Parties”), at Alnylam’s cost and expense, from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable fees and expenses of legal counsel) (“Losses”) arising out of any Third Party claim based on (i) any breach by Alnylam of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct of Alnylam or its Affiliates or sublicensees, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement or (iii) any Product Liability Claim relating to an Abandoned Product or other RNAi Product (other than a Shared Product) licensed under this Agreement which is Developed and/or Commercialized by Alnylam or its Affiliates or sublicensees, except to the extent that such claims arise out of any negligence or willful misconduct of the Takeda Indemnified Parties.
By Alnylam. The licenses granted by Roche to Alnylam under Section 7.2 may be sublicensed by Alnylam solely following receipt of Roche’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided that (1) such consent shall not be required for sublicenses granted by Alnylam to [****].
