Common use of Indemnification by Ipsen Clause in Contracts

Indemnification by Ipsen. Ipsen agrees to indemnify, hold harmless and defend Nuvios and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Nuvios Indemnitees”) from and against any and all suits, claims, actions, demands, liabilities, expenses and/or loss, cost of defense (including without limitation reasonable attorneys’ fees, court costs, witness fees, damages, judgments, fines and amounts paid in settlement) and any other amounts (collectively, “Losses”) that any Nuvios Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Nuvios Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a breach of a representation or warranty or covenant by Ipsen under Article 14; (ii) a breach by Ipsen of any other provision of this Agreement or of any representation, warranty, covenant or other provision in any Related Agreement; (iii) the manufacture by or on behalf of Ipsen under Article 9; (iv) the use, development, handling or commercialization of any Licensed Compound, any Licensed Product or the Ipsen Formulation Technology by or on behalf of Ipsen or any of its Affiliates, licensees, sublicensees, distributors or contractors, or any of their respective employees or agents; or (iv) the gross negligence or willful misconduct of Ipsen, its Affiliates, licensees, sublicensees, distributors or contractors, or any of their respective employees or agents; provided, however, that Ipsen shall not be required to indemnify the Nuvios Indemnitees for any Losses pursuant to this Section 16.1 to the extent that (1) such Losses arise from Nuvios’ breach of any of the provisions of this Agreement or any Related Agreement, (2) such Losses arise or result from the gross negligence or willful misconduct of Nuvios or any of its Affiliates, licensees, sublicensees, contractors or distributors, or any of their respective agents or employees, or (3) ▇▇▇▇▇’▇ liability for such Losses is limited pursuant to Section 16.4.

Indemnification by Ipsen. Ipsen agrees to indemnify, hold harmless and defend Nuvios Licensee and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Nuvios Licensee Indemnitees”) from and against any and all suits, claims, actions, demands, liabilities, expenses and/or loss, cost of defense (including without limitation reasonable attorneys’ fees, court costs, witness fees, damages, judgmentsjudgements, fines and amounts paid in settlement) and any other amounts (collectively, “Losses”) that any Nuvios Licensee Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Nuvios Licensee Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a material breach of a representation or warranty or covenant by Ipsen under Article 1413; (ii) a material breach by Ipsen of any other provision of its obligations under this Agreement or of any representation, warranty, covenant or other provision in any Related Agreementthe Clinical Supply Agreements; (iii) the manufacture by or on behalf of Ipsen under Article 9of any Licensed Product and the supply thereof to Licensee or any of its Affiliates, Sublicensees or Contractors pursuant to this Agreement or the Clinical Supply Agreements; (iv) the use, developmentresearch, or handling or commercialization of any Licensed CompoundProduct, any Licensed Product or the Ipsen Formulation Technology by or on behalf of Ipsen or any of its Affiliates, licensees, sublicensees, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. distributors or contractors, or any of their respective employees or agents; or (iv) the gross negligence or willful misconduct of Ipsen, Ipsen or any of its Affiliates, licensees, sublicensees, distributors Affiliates or contractors, or any of their respective employees or agents; provided, however, that Ipsen shall not be required to indemnify the Nuvios Licensee Indemnitees for any Losses pursuant to this Section 16.1 15.1 to the extent that (1) such Losses arise from Nuvios’ Licensee’s material breach of any of the provisions of its obligations under this Agreement or any Related Agreementthe Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Nuvios Licensee or any of its Affiliates, licensees, sublicensees, contractors Affiliates or distributorsContractors, or any of their respective agents employees or employeesagents, or (3) ▇▇▇▇▇’▇ liability for such Losses is limited pursuant to Section 16.45.4.

Indemnification by Ipsen. Ipsen agrees to indemnify, hold harmless and defend Nuvios Licensee and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Nuvios Licensee Indemnitees”) from and against any and all suits, claims, actions, demands, liabilities, expenses and/or loss, cost of defense (including without limitation reasonable attorneys’ fees, court costs, witness fees, damages, judgmentsjudgements, fines and amounts paid in settlement) and any other amounts (collectively, “Losses”) that any Nuvios Licensee Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Nuvios Licensee Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a material breach of a representation or warranty or covenant by Ipsen under Article 1413; (ii) a material breach by Ipsen of any other provision of its obligations under this Agreement or of any representation, warranty, covenant or other provision in any Related Agreementthe Clinical Supply Agreements; (iii) the manufacture by or on behalf of Ipsen under Article 9of any Licensed Product and the supply thereof to Licensee or any of its Affiliates, Sublicensees or Contractors pursuant to this Agreement or the Clinical Supply Agreements; (iv) the use, developmentresearch, or handling or commercialization of any Licensed CompoundProduct, any Licensed Product or the Ipsen Formulation Technology by or on behalf of Ipsen or any of its Affiliates, licensees, sublicensees, distributors or contractors, or any of their respective employees or agents; or (iv) the gross negligence or willful misconduct of Ipsen, Ipsen or any of its Affiliates, licensees, sublicensees, distributors Affiliates or contractors, or any of their respective employees or agents; provided, however, that Ipsen shall not be required to indemnify the Nuvios Licensee Indemnitees for any Losses pursuant to this Section 16.1 15.1 to the extent that (1) such Losses arise from Nuvios’ Licensee’s material breach of any of the provisions of its obligations under this Agreement or any Related Agreementthe Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Nuvios Licensee or any of its Affiliates, licensees, sublicensees, contractors Affiliates or distributorsContractors, or any of their respective agents employees or employeesagents, or (3) ▇▇▇▇▇’▇ liability for such Losses is limited pursuant to Section 16.45.4.

Indemnification by Ipsen. Subject to Section 11.4, Ipsen agrees to shall indemnify, defend and hold harmless and defend Nuvios Sutro and its Affiliates and each of their respective directorsemployees, officers, employees directors and agents (collectively, the “Nuvios Sutro Indemnitees”) harmless from and against any and all suitsliability, claimsdamage, actions, demands, liabilities, expenses and/or loss, cost of defense or expense (including without limitation reasonable attorneys’ fees, court costs, witness fees, damages, judgments, fines and amounts paid in settlement) and any other amounts (collectively, “Losses”) that to which any Nuvios Sutro Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim Third Party claims or claims against such Nuvios Indemnitee suits (including Third Party Actions) (each a “Claim”) to the extent that such claim or claims arise out of or resulted from (i) a breach of a representation or warranty or covenant by Ipsen under Article 14; (ii) a breach by Ipsen of any other provision of this Agreement or of any representation, warranty, covenant or other provision in any Related Agreement; (iii) the manufacture by or on behalf of Ipsen under Article 9; (iv) the use, development, handling or commercialization of any Licensed Compound, any Licensed Product or the Ipsen Formulation Technology by or on behalf of Ipsen or any of its Affiliates, licensees, sublicensees, distributors or contractors, or any of their respective employees or agents; or (iv) the gross negligence or willful misconduct of Ipsen, its Affiliates, licensees, sublicensees, distributors or contractors, or any of their respective employees or agents; provided, however, that Ipsen shall not be required to indemnify the Nuvios Indemnitees for any Losses pursuant to this Section 16.1 to the extent that (1) such Losses arise from Nuvios’ breach of any of the provisions of this Agreement or any Related Agreement, from: (2) such Losses arise or result from the gross negligence or willful misconduct of Nuvios or any of its Affiliates, licensees, sublicensees, contractors or distributors, or any of their respective agents or employees, or (3a) ▇▇▇▇▇’▇ liability for or its Affiliate’s, or its or their Sublicensee’s or subcontractor’s negligence or willful misconduct in connection with its activities under this Agreement; (b) ▇▇▇▇▇’▇ or its Affiliate’s, or its or their Sublicensee’s or subcontractor’s performance of ▇▇▇▇▇’▇ obligations under this Agreement; (c) breach by Ipsen or any of its Affiliates, or its or their Sublicensee or subcontractor of this Agreement, including its representations or warranties set forth in Article 10; (d) any Third Party claim or suit arising from use of the Licensed Product, including claims or suits alleging personal injury or death, or (e) any Third Party claim or suit based on or alleging infringement or misappropriation of such Losses is limited Third Party’s intellectual property directly related to or arising under or resulting from the Development, Manufacture or Commercialization of the Licensed Compound or any Licensed Products; provided, however, that ▇▇▇▇▇’▇ obligations pursuant to this Section 16.411.1 shall not apply (i) to the extent such claims or suits result from the negligence or willful misconduct of any of the Sutro Indemnitees or are covered by Sutro’s obligations under Section 11.2, or (ii) with respect to claims or suits arising out of breach by Sutro of its representations or warranties set forth in Article 10.