By Novartis. Novartis agrees, at Novartis’s cost and expense, to defend, indemnify and hold harmless Infinity and its Affiliates and their respective directors, officers, employees and agents (the “Infinity Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Novartis of any of its representations, warranties or obligations pursuant to this Agreement, (b) the gross negligence or willful misconduct of Novartis or (c) the development, manufacture, use, sale or other disposition by Novartis, its Affiliates or sublicensees of any Licensed Compound or Licensed Product. In the event of any such claim against the Infinity Indemnified Parties by any Third Party, Infinity shall promptly notify Novartis in writing of the claim and Novartis shall manage and control, at its sole expense, the defense of the claim and its settlement. The Infinity Indemnified Parties shall cooperate with Novartis and may, at their option and expense, be separately represented in any such action or proceeding. Novartis shall not be liable for any litigation costs or expenses incurred by the Infinity Indemnified Parties without Novartis’s prior written authorization. In addition, Novartis shall not be responsible for the indemnification or defense of any Infinity Indemnified Party to the extent arising from any negligent or intentional acts by any Infinity Indemnified Party or the breach by Infinity of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.
By Novartis. Novartis shall defend, indemnify and hold harmless Alnylam, its Affiliates and their respective directors, officers, employees and agents at Novartis'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 Novartis 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 Novartis 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 Licensed Product, except to the extent that such claims arise out of any negligence or willful misconduct of Alnylam or its Affiliates or sublicensees, or any of their respective directors, officers, employees and agents.
By Novartis. Novartis shall defend, indemnify and hold harmless Idenix, its Affiliates and their respective directors, officers, employees and agents at Novartis' 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 Novartis of any of its representations, warranties or obligations pursuant to this Agreement or (ii) the negligence or willful misconduct of Novartis 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 caused by a breach by Idenix of its representations, warranties or obligations pursuant to the Supply Agreement).
By Novartis. Novartis shall defend, indemnify and hold harmless Idenix, its Affiliates and their respective directors, officers, employees and agents, at Novartis’ cost and expense, from and against any Losses relating to or in connection with a Third Party claim to the extent arising out of (i) any breach by Novartis of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct of Novartis 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, (iii) the Development, Manufacture or Commercialization of any Novartis HCV Product, or (iv) 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 the proper administration of the relevant Idenix HCV Product included in such HCV Combination Clinical Trial.
By Novartis. Novartis shall indemnify and hold Gen-Probe harmless from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions or other proceedings by any Third Party arising from (a) the breach of any representation, warranty or covenant by Novartis under this Agreement, (b) the failure of Novartis or its subcontractor to manufacture the Products in conformity with the specifications therefor, in the event Novartis has assumed responsibility for the manufacture of such Products, (c) the negligence or willful misconduct of Novartis in performing its obligations under this Agreement; or (d) except to the extent Section 9.1.1 applies, the manufacture, sale, or use of any instrument or assay sold by or on behalf of Novartis, or its Affiliates, or distributors; except in each case to the extent arising from the negligence or willful misconduct of Gen-Probe.
By Novartis. (a) Novartis agrees, at Novartis’s cost and expense, to defend, indemnify and hold harmless Incyte and its Affiliates and their respective directors, officers, employees and *** Confidential material redacted and filed separately with the Commission.
By Novartis. Novartis shall have the sole right to Handle Patent Rights included in the Novartis IP worldwide (“Novartis Patent Rights”).
By Novartis. In addition to its rights in Section 5.1.1, on and after the License Effective Date, Novartis will have the right, in its sole discretion, to promote in the BeiGene Territory (i) any of Novartis’s proprietary compounds according to its approved labelling (including in combination with the Licensed Products) and (ii) any Combination Regimen consisting of the Licensed Product and one or more Permitted Combination Products (“Novartis Permitted Commercialization Activities”). As part of such Novartis Permitted Commercialization Activities, Novartis will have the right, in its sole discretion, on and after the License Effective Date, to promote in the BeiGene Territory any Combination Regimen consisting of the Licensed Product and one or more of Novartis’s proprietary compounds and/or proprietary compounds of any Third Party Controlled by Novartis, including any Permitted Combination, referencing the generic name of the Licensed Product (ociperlimab) and, to the extent mutually agreed by the Parties in writing on a Combination Regimen by Combination Regimen basis and permitted by Applicable Law, the brand name and logo of the Licensed Product.
By Novartis. By Novartis, in its discretion, in its entirety, or with respect to a Novartis Product on a country-by-country basis, at any time upon delivery by Novartis to Cubist of six (6) months prior notice thereof.
By Novartis. Subject to the remainder of this Article 14 (Indemnification) Novartis shall defend, indemnify, and hold harmless Amgen, its Affiliates, and their respective directors, officers, employees and agents (solely to the extent acting within their agency) (collectively, “Amgen Indemnitees”), at Novartis’s cost and expense, from and against any and all liabilities, losses, costs, damages, fees or expenses (including reasonable legal expenses and attorneys’ fees incurred by any Amgen Indemnitees until such time as Novartis has acknowledged and assumed its indemnification obligation hereunder with respect to a claim) (collectively, “Losses”) arising out of any claim, action, lawsuit, or other proceeding (collectively, “Claims”) brought against any Amgen Indemnitee by a Third Party to the extent such Losses result from (i) the gross negligence or willful misconduct of Novartis, its Affiliates or agents in performing under this Agreement, (ii) a breach by Novartis of this Agreement, including any failure of Novartis’s representations or warranties in Section 12.1 (Mutual Representations and Warranties) to be true, or (iii) Novartis’s, its Affiliate’s or its licensee’s (other than Amgen, its Affiliates or its licensees) Development or Commercialization of, or conduct of Medical Affairs Activities with respect to, the Licensed Products other than clinical studies conducted by Amgen in the Territory but, in each case, excluding such Losses to the extent they arise from (x), (y) or (z) of Section 14.1.2 (By Amgen) below.
