Indemnification by ViroPharma. 11.1.1. ViroPharma shall indemnify INS, its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs, fees and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, actions, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the breach by ViroPharma, its Sublicensees or any of its or their respective Affiliates of any representation, warranty, covenant, undertaking or other term contained in this Agreement; (b) the negligence or willful misconduct on the part of ViroPharma, its Sublicensees or any of its or their respective Affiliates in performing its or their obligations under this Agreement; or (c) the Exploitation by ViroPharma, its Sublicensees or any of its or their respective Affiliates of the Licensed Products, except in each case ((a), (b) and (c)) for those Losses for which INS has an obligation to indemnify ViroPharma pursuant to Section 11.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective responsibility for the Losses; provided, however, that ViroPharma shall not be obligated to indemnify INS for any Losses to the extent that such Losses arise as a result of negligence or willful misconduct on the part of INS or any of its Affiliates or Sublicensees.
Indemnification by ViroPharma. ViroPharma agrees to indemnify, defend and hold harmless Alpharma, its affiliates and their respective officers, directors, employees, and agents against any and all (i) third-party Claims, and (ii) Losses incurred by any of them to the extent such Claims and Losses arise out of any breach of any representation, obligation, warranty or covenant hereunder by ViroPharma, or out of any negligent or intentionally wrongful act or omission by ViroPharma or, except to the extent covered by Section 28(a) (Indemnification by Alpharma) above, in connection with the production, marketing or sale of the finished dosage form of the Product.
Indemnification by ViroPharma. Except to the extent caused by Schering’s negligence or willful misconduct and subject to the limitations in Section 8.5, ViroPharma shall indemnify, defend and hold harmless Schering, its Affiliates, and each of their employees, officers, directors and agents (each, a “Schering Indemnified Party”) from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys’ fees) which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with, (a) the breach by ViroPharma of any covenant, representation or warranty contained in this Agreement, (b) any negligent act or omission, or willful misconduct of ViroPharma during the term of this Option Agreement, or (c) the performance of the Initial Studies or any other research and development activities during the term of this Option Agreement related to the Compound and/or Products in the Field by or on behalf of ViroPharma.
Indemnification by ViroPharma. ViroPharma will indemnify, defend and hold harmless AHPC, its Affiliates, sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, an "AHPC Indemnified Party") from and against any and all Liabilities that the AHPC Indemnified Party may be required to pay to one or more Third Parties arising out of:
Indemnification by ViroPharma. ViroPharma shall indemnify, defend and hold BPTD, its directors, employees, agents and representations harmless from and against all claims, causes of actions, settlement costs (including but not limited to reasonable attorney's fees and expenses) losses or liabilities of any kind which: (a) arise from or are attributable to any negligent act or omission or willful misconduct on the part of ViroPharma, its directors, employees, agents or representatives relating to any of its obligations under this Agreement; or (b) arise from or are attributable to the labeling, distribution, use, sale, marketing and promotion of the Drug Inhalation System or manufacturing of the Drug Inhalation System or its components where such manufacturing is under the control of ViroPharma, and which in either case are not otherwise attributable to any negligent act or omission or willful misconduct on the part of BPTD, its directors, employees, agents or representatives (including, but not limited to BPTD's Affiliates).
Indemnification by ViroPharma. ViroPharma agrees to indemnify, defend and hold harmless Xellia, its affiliates and their respective officers, directors, employees, and agents against any and all (i) third-party Claims, and (ii) Losses incurred by any of them to the extent such Claims and Losses arise out of any breach of any representation, obligation, warranty or covenant hereunder by ViroPharma, or out of any negligent or intentionally wrongful act or omission by ViroPharma or, except to the extent covered by Section 28(a) (Indemnification by Xellia) above, in connection with the production, marketing or sale of the finished dosage form of the Product.
Indemnification by ViroPharma. ViroPharma shall indemnify and hold harmless PCAS and any of PCAS’ Affiliates and each of their respective shareholders, directors, officers, agents and employees (collectively, “PCAS Indemnified Persons”) from and against any and all losses, costs, claims, liabilities, demands, fines, judgments, penalties, damages and expenses, including reasonable attorneys’ fees and expenses (collectively, the “Losses”) that the PCAS Indemnified Person may be required to pay one or more persons or entities other than any PCAS Affiliate arising out of or resulting from:
Indemnification by ViroPharma. 85 12.3 Procedure.................................................. 85 12.4 Insurance.................................................. 86
Indemnification by ViroPharma. ViroPharma will indemnify, defend and hold harmless Wyeth, its Affiliates, sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, an "Wyeth Indemnified Party") from and against any and all Liabilities that the Wyeth Indemnified Party may be required to pay to one or more Third Parties arising out of:
Indemnification by ViroPharma. ViroPharma will indemnify and hold Lilly (and its Affiliates and its Affiliates’ directors, officers and employees) harmless from and against any and all Damages incurred or suffered by Lilly (and its Affiliates and its Affiliates’ directors, officers and employees) as a result of a Third Person demand, claim, action, suit or judgment to the extent caused by or arising out of or in connection with:
