Common use of Alpex Indemnification Clause in Contracts

Alpex Indemnification. Alpex agrees to indemnify and hold forever harmless Valera and its Affiliates and each of their agents, directors, officers, and employees from and against any Loss arising from or in connection with: (i) Alpex’s or its Affiliates’ research and development activities in connection with the Product or the activities of any Alpex personnel in connection with the development, manufacture, use, sale, storage or handling of the Products; , except for any Loss for which Valera has agreed to indemnify Alpex pursuant to Section 12.1(a) above; (ii) the breach or inaccuracy of any representations, warranties or covenants made by Alpex in this Agreement, (iii) any allegation by a Third Party that that use of the Alpex Intellectual Property in the development, manufacture or sale of the Product in the Territory infringes a Third Party’s intellectual property (an “Infringement Claim”); (iv) the gross negligence or willful misconduct of Alpex or its Affiliates or any of their agents, directors, officers or employees; and (v) the development, manufacture, use, offer for sale, sale or importation of the Product outside the Territory by Alpex or any of its Affiliates or any of their distributors, sublicensees or agents, or the pharmacological use of the Product outside the Territory, in each case.

Alpex Indemnification. Alpex agrees to indemnify and hold forever harmless Valera and its Affiliates and each of their agents, directors, officers, and employees from and against any Loss arising from or in connection with: (i) Alpex’s 's or its Affiliates’ ' research and development activities in connection with the Product or the activities of any Alpex personnel in connection with the development, manufacture, use, sale, storage or handling of the Products; , except for any Loss for which Valera has agreed to indemnify Alpex pursuant to Section 12.1(a) above; (ii) the breach or inaccuracy of any representations, warranties or covenants made by Alpex in this Agreement, (iii) any allegation by a Third Party that that use of the Alpex Intellectual Property in the development, manufacture or sale of the Product in the Territory infringes a Third Party’s 's intellectual property (an “"Infringement Claim”"); (iv) the gross negligence or willful misconduct of Alpex or its Affiliates or any of their agents, directors, officers or employees; and (v) the development, manufacture, use, offer for sale, sale or importation of the Product outside the Territory by Alpex or any of its Affiliates or any of their distributors, sublicensees or agents, or the pharmacological use of the Product outside the Territory, in each case.

Alpex Indemnification. Alpex agrees to indemnify and hold forever harmless Valera Citius and its Affiliates and each of their agents, directors, officers, officers and employees from and against any Loss arising from or in connection with: (i) Alpex’s or its Affiliates’ research and development activities in connection with the Product or the activities of any Alpex personnel in connection with the development, manufacture, use, sale, storage or handling of the Products; , except for any Loss for which Valera has agreed to indemnify Alpex pursuant to Section 12.1(a) above; (ii) the breach or inaccuracy of any representations, warranties or covenants made by Alpex in this Agreement; (ii) Alpex’s or its Affiliates' research and development of the Products or the activities of any Alpex Personnel in connection with the development, manufacture, use, sale, storage or handling of any Products; (iii) any allegation by a Third Party that that use of the Alpex Intellectual Property in the development, manufacture or sale of the any Product in the Territory infringes a Third Party’s intellectual property (an “Infringement Claim”)provided, however, that such indemnity shall not extend to any manufacturing or sales occurring after Citius has been advised by Alpex to cease selling Products affected by an Infringement Claim”); (iv) the gross negligence or willful misconduct of Alpex or its Affiliates or any of their agents, directors, officers or employees; and (v) the development, manufacture, use, offer for sale, sale or importation of the any Product outside the Territory by Alpex or any of its Affiliates or any of their distributors, sublicensees or agents, or the pharmacological use of the any Product outside the Territory, in each case.

Alpex Indemnification. Alpex agrees to indemnify and hold forever harmless Valera Citius and its Affiliates and each of their agents, directors, officers, officers and employees from and against any Loss arising from or in connection with: (i) Alpex’s or its Affiliates’ research and development activities in connection with the Product or the activities of any Alpex personnel in connection with the development, manufacture, use, sale, storage or handling of the Products; , except for any Loss for which Valera has agreed to indemnify Alpex pursuant to Section 12.1(a) above; (ii) the breach or inaccuracy of any representations, warranties or covenants made by Alpex in this Agreement; (ii) Alpex's or its Affiliates' research and development of the Products or the activities of any Alpex Personnel in connection with the development, manufacture, use, sale, storage or handling of any Products; (iii) any allegation by a Third Party that that use of the Alpex Intellectual Property in the development, manufacture or sale of the any Product in the Territory infringes a Third Party’s 's intellectual property (an “"Infringement Claim")provided, however, that such indemnity shall not extend to any manufacturing or sales occurring after Citius has been advised by Alpex to cease selling Products affected by an Infringement Claim”); (iv) the gross negligence or willful misconduct of Alpex or its Affiliates or any of their agents, directors, officers or employees; and (v) the development, manufacture, use, offer for sale, sale or importation of the any Product outside the Territory by Alpex or any of its Affiliates or any of their distributors, sublicensees or agents, or the pharmacological use of the any Product outside the Territory, in each case.