By Idenix. Idenix shall defend, indemnify and hold harmless Novartis, its Affiliates and their respective directors, officers, employees and agents, at Idenix' 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 (i) any breach by Idenix of any of its representations, warranties or obligations pursuant to this Agreement, provided that with respect to any breach of the covenants set forth in Sections 11.3(a) and 11.3(b), Idenix' indemnification and hold harmless obligations shall also include liabilities, losses, costs, damages, fees or expenses (including reasonable fees and expenses of legal counsel) incurred by Novartis and any related Indemnified Party[ies] arising out of Novartis' capacity as a direct or indirect stockholder of Idenix, or (ii) the negligence or willful misconduct of Idenix 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.
By Idenix. Idenix shall defend, indemnify and hold harmless Novartis, its Affiliates and their respective directors, officers, employees and agents, at Idenix’s cost and expense, from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable fees and expenses of legal counsel) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (i) any breach by Idenix of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct of Idenix or its Affiliates, licensees 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) the Development, Manufacture or Commercialization of any Idenix HCV Product, excluding any Losses arising out of any HCV Combination Clinical Trial, Dose Ranging Clinical Trial or Drug-Drug Interaction Study conducted hereunder except to the extent the cause of such Losses arises from proper administration of the relevant Idenix HCV Product included in such HCV Combination Clinical Trial. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
By Idenix. Subject to the terms and conditions of this Agreement, Idenix hereby grants to Metabasis (i) a non-exclusive, royalty-free license in the Territory, without the right to sublicense, under Idenix Technology solely to perform Metabasis’ obligations under the Research Program during the Research Term, and (ii) a non-exclusive, royalty-free, perpetual license, with the right to sublicense through multiple tiers of sublicense, under Process Chemistry Technology to develop, make, have made, use, sell, have sold, offer for sale and import products other than Collaboration Compounds, Development Candidates and Product.
By Idenix. Idenix will indemnify, defend and hold harmless NPC and its Affiliates and their respective officers, directors, employees, agents, at Idenix' cost and expense, from and against any and all Losses arising out of (i) a breach by Idenix of any of its representations and warranties, covenants or obligations contained in this Packaging Agreement, or (ii) the negligence or willful misconduct of Idenix or its Affiliates, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Packaging Agreement.
By Idenix. Idenix shall defend, indemnify and hold harmless Novartis, its Affiliates and their respective directors, officers, employees and agents, at Idenix' 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 (a) any breach by Idenix of any of its representations, warranties or obligations pursuant to this Agreement or (b) the negligence or willful misconduct of Idenix 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.
