BDSI Indemnified by Meda Clause Samples

BDSI Indemnified by Meda. Meda shall indemnify and hold BDSI, its Affiliates, Arius Two and CDC, and all of the employees, directors and officers of any of the foregoing, harmless from and against any Loss insofar as such Loss or actions in respect thereof occurs subsequent to the Effective Date and arises out of or is based upon (a) any misrepresentation or breach of any of the warranties, covenants or agreements made by Meda in this Agreement; (b) Meda’s, its Affiliates’, or their Sublicensees’ development, use, marketing, manufacture, sale, distribution, promotion, handling, or storage of any Licensed Product or any Demonstration Samples; (c) any product liability claim that is brought by any Third Party due to the use of any Licensed Product in the Territory; or, subject to the terms of Section 7.04(b), (d) Meda’s prosecution or defense of a Third Party infringement claim pursuant to Article VII. Meda’s obligations to indemnify BDSI hereunder shall not apply to the extent any such Loss arises out of or is based on the negligence or intentional misconduct of BDSI, and Meda’s obligations to indemnify any licensor of BDSI or its Affiliates shall not apply with respect to such licensor to the extent any such Loss arises out of or is based on the negligence or intentional misconduct of such licensor.