Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell and its Affiliates, agents, directors, officers and employees (the "ViaCell Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.1, the ViaCell Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [**]. Amgen's obligation to Indemnify the ViaCell Indemnitees pursuant to this Section 15.1 shall not apply to the extent of any Losses (i) that arise from [**] of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell); (ii) that arise from ViaCell's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 of this Agreement.
Indemnification by Amgen. Subject to the remainder of this Article 13 (Indemnification), Amgen shall defend, indemnify, and hold harmless Novartis, its Affiliates, and their respective directors, officers, employees and agents (solely to the extent acting within their agency) (collectively, “Novartis Indemnitees”), at Amgen’s cost and expense, from and against any and all Losses (including reasonable legal expenses and attorneys’ fees incurred by any Novartis Indemnitees until such time as Amgen has acknowledged and assumed its indemnification obligation hereunder with respect to the applicable Claim) arising out of any Claim brought against any Novartis Indemnitee by a Third Party to the extent such Losses result from (i) the gross negligence or willful misconduct of Amgen, its Affiliates or agents in performing under this Agreement; (ii) a breach by Amgen of this Agreement, including any failure of Amgen’s representations or warranties in Section 11.1 (Mutual Representations and Warranties) or Section 11.3 (Amgen Representations and Warranties) to be true; or (iii) the death or injury of a person caused by the failure of Product manufactured by Amgen, its Affiliates or its licensees (other than Novartis, its Affiliates or its licensees) to be Manufactured in compliance with cGMP or to meet the applicable specification at time of delivery; in each case excluding such Losses to the extent they arise from the gross negligence or willful misconduct of Novartis or any Novartis Indemnified Party, or by the breach of this Agreement by Novartis.
Indemnification by Amgen. Unless otherwise provided herein, Amgen agrees to indemnify, hold harmless, and defend Anthera, its Affiliates, and their respective directors, officers, employees, and agents (the “Anthera Indemnitees”) from and against any and all Losses resulting from any Third Party suits, claims, actions or demands (collectively, “Third Party Claims”), to the extent arising out of any of the following:
Indemnification by Amgen. Amgen hereby agrees to save, defend and hold Xencor, its Affiliates, its licensees and their respective directors, officers, employees and agents (each, a “Xencor Indemnitee”) harmless from and against any and all Losses to which any Xencor Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Amgen or its Affiliates or Sublicensees, (b) the gross negligence or willful misconduct of Amgen or any of its Affiliates, Sublicensees or subcontractors in performing under this Agreement, or (c) the breach by Amgen of any warranty, representation, covenant or agreement made by Amgen in this Agreement; except, in each case, to the extent such Losses result from clause (a), (b) or (c) or Section 13.1.
Indemnification by Amgen. Amgen shall indemnify and hold Progenitor harmless from any claims of any nature, other than claims by Third Parties relating to patent infringement, arising out of the research, development, marketing and/or sale of Licensed Products by, on behalf of, or under the authority of Amgen. Notwithstanding the foregoing, Progenitor shall not be entitled to indemnification under this Section 9.1 against any liability, damage, cost (including reasonable attorneys' fees) or expense arising out of Progenitor's negligence or misconduct.
Indemnification by Amgen. Amgen will indemnify, hold harmless and defend Anadys, its Affiliates, and their respective employees and agents against any and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including without limitation reasonable attorneys' fees and witness fees) ("LOSSES") resulting from any claim, demand, suit, action or proceeding brought or initiated by a Third Party ("THIRD PARTY CLAIM") against them to the extent that such Third Party Claim arises out of (i) the research, development, manufacture, use, sale or other commercialization of Collaboration Products by Amgen, its Affiliates, or Sublicensees; (ii) a Representation Default or Performance Default by Amgen; or (iii) the negligence or willful misconduct of Amgen, its Affiliates, or their respective employees or agents in the course of performance under this Agreement; provided, however, that such indemnity shall not apply, in each case, to the extent such Losses result from the gross negligence or willful misconduct of Anadys or from a Representation Default or Performance Default by Anadys.
Indemnification by Amgen. Amgen shall indemnify and hold Dyax, its officers, directors, employees and agents harmless from all liability, loss, damage and cost arising out of (a) any claim, demand, suit or other action of any nature brought by any Third Party (other than claims by any Third Party relating to infringement of Third Party Patent Rights as provided in Section 2.1(g)) arising out of the using of the Licensed Dyax Material or the Know-How or the making, having made, using, selling, offering to sell or importing of Licensed Products by, on behalf of, or under authority of, Amgen or (b) any representation or warranty by Amgen set forth herein being untrue in any material respect when made or material breach or material default by Amgen of any of its obligations hereunder. Dyax will notify Amgen in the event it becomes aware of a claim for which indemnification may be sought hereunder. Notwithstanding the foregoing, no Person shall be entitled to indemnification under this Section 8.1 against any liability, damage, cost (including reasonable attorneys' fees) or expense arising out of Dyax's negligence, recklessness or willful misconduct.
Indemnification by Amgen. Except for claims defended pursuant to Section 9.10, Amgen hereby agrees to defend, hold harmless and indemnify (collectively “Indemnify” or “Indemnified”) GENE and its agents, directors, officers and employees (the “GENE Indemnitees”) from and against any and all Losses resulting directly or indirectly from any Third Party (which, for the avoidance of doubt, shall exclude employees, agents or independent contractors of Amgen and/or GENE) claims, suits, actions or demands arising out of (a) any of Amgen’s representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its covenants and obligations under this Agreement; (c) Amgen’s negligence or intentional misconduct (or the negligence or intentional misconduct of any agent, independent contractor, Third Party engaged by Amgen, Affiliate or sublicensee of Amgen) in carrying out its activities set forth in the Research Plan and in Developing and Commercializing Product(s); and (d) the Development, manufacture, import, use or sale of any Product(s) by Amgen or any Affiliate, sublicensee, distributor or agent of Amgen, but excluding any Product(s) for which GENE shall have elected to contribute to any Development Costs pursuant to Sections 4.2, 4.3, 4.4 and 4.5 or share profits pursuant to Section 6.2.
Indemnification by Amgen. Amgen will indemnify, defend and hold harmless Insulet and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (“Insulet Indemnified Party”) against all Third Party actions, losses, claims, demands, damages, costs and liabilities (including reasonable attorneys’ and professionals’ fees) (collectively, “Loss”) to the extent arising from Amgen’s or its Affiliates’ or subcontractors’, or their respective employees’, contractors’ or agents’ (i) [*], (ii) [*], (iii) [*] except to the extent of Insulet’s obligations to indemnify, defend and hold harmless under Section 8.2, (iv) [*], except to the extent of Insulet’s obligations to indemnify, defend and hold harmless under Section 8.2. Additionally, except to the extent of Insulet’s obligations to indemnify, defend and hold harmless under Section 8.2, Amgen will indemnify, defend and hold harmless Insulet Indemnified Party against all Third Party claims (a) to the extent arising from [*] and (b) any and all Third Party [*].
Indemnification by Amgen. Unless otherwise provided herein, Amgen agrees to indemnify, hold harmless, and defend Celldex, its Affiliates, and their respective directors, officers, employees, and agents (the “Celldex Indemnitees”) from and against any and all Losses resulting from any Third Party suits, claims, actions or demands (collectively, “Third Party Claims”), to the extent arising out of any of the following:
