Common use of By CyDex Clause in Contracts

By CyDex. CyDex shall defend, indemnify and hold Company and its Affiliates, and each of their respective directors, managers, officers, agents and employees (collectively, the “Company Indemnitees”), harmless from and against any and all losses, judgments, damages, liabilities, settlements, penalties, fines, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively, “Losses”; it being expressly understood, however, that incidental, special, indirect and consequential damages and lost profits, lost savings and interruptions of business are expressly excluded therefrom and from such defined term) incurred by the Company Indemnitees as a result of any claim, demand, action or other proceeding, whether civil, criminal, administrative or otherwise (each, a “Claim”) by a Third Party, to the extent such Losses arise out of (a) CyDex’s breach of this Agreement or the Supply Agreement, including without limitation any of its covenants, representations and warranties set forth herein or therein; (b) any breach or violation of any applicable law by CyDex or its Affiliates, or any of their respective officers, directors, managers, employees, or agents, in connection with the activities contemplated by this Agreement or the Supply Agreement including but not limited to those listed in subsections (c) and (d) below, (c) the research, development, manufacture, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of Captisol by CyDex, its Affiliates, licensees or agents (for clarity, such terms shall not include Company in any event); (d) interactions and communications by CyDex, its Affiliates, manufacturers or agents with governmental authorities, physicians or other Third Parties relating to Captisol, including the Captisol Data Package; (e) the grossly negligent or willful misconduct of CyDex or its Affiliates or any of their respective officers, directors, managers, employees or agents; or (f) a Claim that the development, making, use, selling, marketing, offering for sale, importing or other commercial exploitation of the Licensed Products in and for the Field by any Company Indemnitees infringes the rights of any Third Party to the extent the Claim is based upon or arises out of the Licensed Patents, and for each of subsections (a)-(f), all except to the extent that such Losses are primarily caused by a Company Indemnitee’s breach of applicable law (other than with respect to applicable law that states that the Compound in the Licensed Product is not permitted or illegal), breach of a material provision of this Agreement or the Supply Agreement, gross negligence or willful misconduct.

By CyDex. CyDex shall defend, indemnify and hold Company and its Affiliates, and each of their respective directors, officers, managers, officers, employees and agents and employees (collectively, the “Company Indemnitees”), harmless from and against any and all losses, judgments, damages, liabilities, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. settlements, penalties, fines, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively, “Losses”; it being expressly understood, however, that incidental, special, indirect and consequential damages and lost profits, lost savings and interruptions of business are expressly excluded therefrom and from such defined term) incurred by the Company Indemnitees as a result of any claim, demand, action or other proceeding, whether civil, criminal, administrative or otherwise proceeding (each, a “Claim”) by a Third Party, to the extent such Losses arise out of (a) CyDex’s breach of this Agreement or the Supply Agreement, including without limitation any of its covenants, representations and warranties set forth herein or therein; (b) any breach or violation of any applicable law law, regulation or court order by CyDex or its AffiliatesAffiliates or contractors, or any of their respective directors, officers, directors, managers, employees, employees or agents, in connection with the activities contemplated by this Agreement or the Supply Agreement including but not limited to those listed in subsections (c) and (d) below, (c) the research, development, manufacture, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of Captisol by CyDex, CyDex or its Affiliates, licensees Affiliates or agents (for clarity, such terms shall not include Company in any event); (d) interactions and communications by CyDex, its Affiliates, manufacturers or agents with governmental authorities, physicians or other Third Parties relating to Captisol, including the Captisol Data Package; (e) the grossly negligent or willful misconduct of CyDex or its Affiliates or any of their respective directors, officers, directors, managers, employees or agents; or (f) a Claim that the developmentinfringement or unauthorized use by CyDex or its Affiliates or contractors, makingor any of their respective directors, useofficers, sellingmanagers, marketingemployees or agents, offering for sale, importing or other commercial exploitation of the Licensed Products in and for the Field by any Company Indemnitees infringes the rights of any Third Party patents or other intellectual property rights, including in the granting of the rights listed in Section 2 above, but only to the extent the that any such infringement Claim is based upon related to Captisol or arises out of the Licensed PatentsIntellectual Property; and, and for each of subsections (a)-(f), all except to the extent that such Losses are primarily caused by a Company Indemnitee’s breach of applicable law (other than with respect to applicable law that states that the Compound in the Licensed Product is not permitted or illegal)law, breach of a material provision of this Agreement or the Supply Agreement, gross negligence or willful misconduct.

By CyDex. CyDex shall defend, indemnify and hold Company and its AffiliatesAffiliates and Sublicensees, and each of their respective directors, managers, officers, agents and employees (collectively, the “Company Indemnitees”), harmless from and against any and all losses, judgments, damages, liabilities, settlements, penalties, fines, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively, “Losses”; it being expressly understood, however, that incidental, special, indirect and consequential damages and lost profits, lost savings and interruptions of business are expressly excluded therefrom and from such defined term) incurred by the Company Indemnitees as a result of any claim, demand, action or other proceeding, whether civil, criminal, administrative or otherwise proceeding (each, a “Claim”) by a Third Party, to the extent such Losses arise out of (ai) CyDex’s breach of this Agreement or the Supply Agreement, including without limitation any of its covenants, representations and warranties set forth herein or therein; (b) any breach or violation of any applicable law by CyDex or its Affiliates, or any of their respective officers, directors, managers, employees, or agents, in connection with the activities contemplated by this Agreement or the Supply Agreement including but not limited to those listed in subsections (c) and (d) below, (cii) the research, development, manufacture, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of Captisol by CyDex, its Affiliates, distributors, licensees or agents (for clarity, such terms shall not include Company in any event); (diii) infringement of a Third Party’s intellectual property rights in connection with the Company’s use of Captisol; (iv) interactions and communications by CyDex, its Affiliates, manufacturers manufacturers, distributors or agents with governmental authorities, physicians or other Third Parties relating to Captisol, including the Captisol Data Package; or (ev) the grossly negligent or willful misconduct of CyDex or its Affiliates or any of their respective officers, directors, managers, employees or agents; or (f) a Claim that the development, making, use, selling, marketing, offering for sale, importing or other commercial exploitation of the Licensed Products in and for the Field by any Company Indemnitees infringes the rights of any Third Party to the extent the Claim is based upon or arises out of the Licensed Patents, and for each of subsections (a)-(f), all except to the extent that such Losses are primarily caused by a Company Indemnitee’s breach of applicable law (other than with respect to applicable law that states that the Compound in the Licensed Product is not permitted or illegal), breach of a material provision of this Agreement or the Supply Agreement, gross negligence or willful misconduct.

By CyDex. CyDex shall defend, indemnify and hold Company and its AffiliatesAffiliates and Sublicensees, and each of their respective directors, managers, officers, agents and employees (collectively, the “Company Indemnitees”), harmless from and against any and all losses, judgments, damages, liabilities, settlements, penalties, fines, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively, “Losses”; it being expressly understood, however, that incidental, special, indirect and consequential damages and lost profits, lost savings and interruptions of business are expressly excluded therefrom and from such defined term) incurred by the Company Indemnitees as a result of any claim, demand, action or other proceeding, whether civil, criminal, administrative or otherwise proceeding (each, a “Claim”) by a Third Party, to the extent such Losses arise out of (ai) CyDex’s breach of this Agreement or the Supply Agreement, including without limitation any of its covenants, representations and warranties set forth herein or therein; (b) any breach or violation of any applicable law by CyDex or its Affiliates, or any of their respective officers, directors, managers, employees, or agents, in connection with the activities contemplated by this Agreement or the Supply Agreement including but not limited to those listed in subsections (c) and (d) below, (cii) the research, development, manufacture, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of Captisol by CyDex, its Affiliates, distributors, licensees or agents (for clarity, such terms shall not include Company in any event); (diii) [***] (iv) interactions and communications by CyDex, its Affiliates, manufacturers manufacturers, distributors or agents with governmental authorities, physicians or other Third Parties relating to Captisol, including the Captisol Data Package; (ev) use or reliance by CyDex upon the Captisol Improvements, any Study data or results provided to CyDex pursuant to Section 6.2(d) and/or any toxicology and/or scientific data provided to CyDex pursuant to Section 6.4; (vi) the supply, sale, distribution or, consumption of any defective Captisol and any recall resulting therefrom (whether or not rejected by Company under the Supply Agreement); (vii) any enforcement action by a regulatory authority relating to Captisol; or (viii) the grossly negligent or willful misconduct of CyDex or its Affiliates or any of their respective distributors, officers, directors, managers, employees or agents; or (f) a Claim that the development, making, use, selling, marketing, offering for sale, importing or other commercial exploitation of the Licensed Products in and for the Field by any Company Indemnitees infringes the rights of any Third Party to the extent the Claim is based upon or arises out of the Licensed Patents, and for each of subsections (a)-(f), all except to the extent that such Losses are primarily caused by a Company Indemnitee’s breach of applicable law (other than with respect to applicable law that states that the Compound in the Licensed Product is not permitted or illegal), breach of a material provision of this Agreement or the Supply Agreement, gross negligence or willful misconduct.