By DUSA. DUSA hereby represents and warrants to XXXXXXX that:
(a) it has the corporate authority to enter into this Agreement and to perform its obligations hereunder;
(b) it is not aware of any legal contractual or other restriction, limitation or condition which might affect adversely its ability to perform hereunder;
(c) all Product shipped to XXXXXXX pursuant to this Agreement (i) shall be manufactured, packaged and labeled in conformance with the applicable Specifications for such Note: Certain portions of this document have been marked "[C.I.]" to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission. Product at the time of shipment; (ii) shall be manufactured, packaged and labeled at the manufacturing facilities utilized by DUSA which meets the requirements of the applicable Regulatory Authority where the Product is manufactured and sold, including, without limitation, conformance with GMP, (iii) shall be stored and handled by DUSA at all times in the proper manner and suitable conditions for such Product.
By DUSA. DUSA shall indemnify, defend and hold harmless River’s Edge, [C.I.], from and against any and all [C.I.] and [C.I.] arising out of any claims or suits brought by a Third Party that assert, arise out of or result from any or all of the following:
10.2.1 [C.I.] or [C.I.] acts or omissions of DUSA or its [C.I.], and their respective [C.I.] and [C.I.], in connection with the activities contemplated under this Agreement;
10.2.2 any [C.I.] (but, for clarity, not the Licensed Product) or any [C.I.] of [C.I.] [C.I.] or [C.I.] relating to or arising out of any [C.I.] of Nicomide by DUSA;
10.2.3 [C.I.] whatsoever relating to or arising out of the [C.I.] or [C.I.] of DUSA or its [C.I.] with respect to Nicomide, including without limitation any [C.I.] (but, for clarity, not the Licensed Product); or
10.2.4 any breach of any representation or warranty made by DUSA pursuant to Sections 8.1 or 8.2.
By DUSA. DUSA hereby agrees to indemnify and hold D&D [C.I.] harmless from any and all Third Party Loss arising from or in connection with any:
(a) [C.I.] hereunder;
(b) [C.I.] this Agreement [C.I.] or [C.I.] in connection with [C.I.] hereunder;
(c) [C.I.] or [C.I.] has been approved by [C.I.] or authorized [C.I.] as to the [C.I.] of the Product or the [C.I.] of the Product; or
(d) [C.I.] in connection with the manufacture, packaging, labeling and sale of Product to D&D or its Affiliates.
By DUSA. XXXX hereby agrees to indemnify and hold XXXXXXX and XXXXXXX'x Affiliates harmless from any and all [C.I.] arising from or in connection with any: Note: Certain portions of this document have been marked "[C.I.]" to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission.
(a) breach of the warranties by XXXX xxxxxxxxx;
(b) other misrepresentation or breach of this Agreement by DUSA or any [C.I.] of DUSA in connection with its contract obligations hereunder;
(c) claim (expressed or implied) by DUSA or its Affiliates (except to the extent that such claim has been approved by the Regulatory Authority or authorized by XXXXXXX) as to the efficacy or safety of the Product or the use to be made by any purchaser of the Product; provided that XXXXXXX shall indemnify DUSA against and hold DUSA harmless from, any and all [C.I.] arising from XXXXXXX'x or its Affiliates' [C.I.] such Product in accordance with its labeling, if the Product meets all Specifications;
(d) any [C.I.] of DUSA in connection with the manufacture, packaging, labeling and sale of Product to XXXXXXX or its Affiliates.
By DUSA. DUSA shall indemnify, defend and hold harmless River’s Edge, its Affiliates and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) for claims of any Third Party arising out of or resulting from:
10.2.1 negligence or wrongful intentional acts or omissions of DUSA or its Affiliates, and their respective directors, officers, employees and agents, in connection with the activities contemplated under this Agreement;
10.2.2 any warranty claims, recalls of any Licensed Product or any tort claims of personal injury (including death) or property damage relating to or arising out of any storage, use, distribution, sale, offer for sale of a Licensed Product by DUSA prior to the Effective Date;
10.2.3 any claims (other than claims by governmental agencies) whatsoever relating to or arising out of the marketing or sales activities of DUSA or its Affiliates with respect to the Licensed Products; or
10.2.4 any breach of any representation or warranty made by DUSA pursuant to Sections 8.1 or 8.2.
By DUSA. DUSA hereby represents and warrants to D&D that:
(a) it has the corporate authority to enter into this Agreement and to perform its obligations hereunder;
(b) it is not aware of any legal contractual or other restriction, limitation or condition which might affect adversely its ability to perform hereunder;
(c) all Product shipped to D&D pursuant to this Agreement (i) shall be manufactured, packaged and labeled in conformance with the applicable Specifications for such Product at the time of shipment; (ii) shall be manufactured, packaged and labeled at the manufacturing facilities utilized by DUSA which meets the requirements of the applicable Regulatory Authority where the Product is manufactured and sold, including, without limitation, conformance with GMP, (iii) shall be stored and handled by DUSA at all times in the proper manner and suitable conditions for such Product.
By DUSA. DUSA shall indemnify, defend and hold harmless Draxis, its Affiliates, and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) for claims of any Third Party to the extent arising from or in connection with or otherwise with respect to:
8.2.1 a breach of any representation, warranty or covenant of DUSA contained in this Agreement;
8.2.2 DUSA's failure to pay to PARTEQ royalties on sales of the DUSA Product in the Territory pursuant to the License; or
8.2.3 any liabilities, obligations or commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to, directly or indirectly, to the development or commercialization of Products, the Method or DUSA Product to the extent related to any period after the Effective Date.
By DUSA
