Connetics Indemnification Sample Clauses
Connetics Indemnification. Connetics shall indemnify, defend and hold harmless Genentech and its affiliates from and against all third party costs, claims, suits, expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from: (a) any willful or negligent act or omission by Connetics relating to the subject matter of this Agreement or (b) the use by or administration to any person of a Licensed Product, Bulk Product or Finished Product that was sold, distributed or otherwise provided to a third party by Connetics or its sublicensees under this Agreement; except where such costs, claims, suits, expenses or damages arose or resulted from any negligent act or omission by *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Genentech or any defect in the manufacture of Bulk Product or Finished Product by Genentech that was not discovered by Connetics, provided that Genentech gives reasonable notice to Connetics of any such claim or action, tenders the defense of such claim or action to Connetics and assists Connetics at Connetics’ expense in defending such claim or action and does not compromise or settle such claim or action without Connetics’ prior written consent.
Connetics Indemnification. Connetics shall indemnify, defend and hold harmless Genentech and its affiliates from and against all third party costs, claims, suits, expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from: (a) any willful or negligent act or omission by Connetics relating to the subject matter of this Agreement or (b) the use by or administration to any person of a Licensed Product, Bulk Product or Finished Product that was sold, distributed or otherwise provided to a third party by Connetics or its sublicensees under this Agreement; except where such costs, claims, suits, expenses or damages arose or resulted from any negligent act or omission by
Connetics Indemnification. Connetics shall indemnify and defend DPT against and hold DPT harmless from any and all third party claims, liabilities, losses, damages, costs and expenses, including, without limitation, all reasonable attorneys' fees, asserted against or suffered by DPT resulting from (a) any breach by Connetics of this Agreement, or (b) any liability or obligation arising in connection with Connetics' ownership or use of the Assets.
Connetics Indemnification. Connetics will indemnify and hold harmless Pharmascience and each of its directors, officers, employees, advisors, affiliates, agents and shareholders from and against any and all losses, damages, liabilities, costs, claims and expenses, including but not limited to attorney's fees, arising out of, based upon or resulting from:
(a) any claims against, or liabilities or obligations of, Connetics or against the Purchased Assets other than the Assumed Liabilities;
(b) any inaccuracy of any representation or warranty or schedule of Connetics which is contained in or made pursuant to this Agreement;
(c) any tax liability of Connetics (other than sales and use taxes referred to in Section 3.2 of this Agreement) including, without limitation, any tax liability arising out of the failure of Connetics or Pharmascience to comply with any provisions of the tax laws of the State of California;
(d) any breach by Connetics of any of its agreements, covenants, warranties or obligations contained in or made pursuant to this Agreement; or
(e) any claims, liabilities or obligations arising from the sale of Products in the Territory by Connetics or SmithKline prior to the Closing. Connetics shall have no obligation to indemnify Pharmascience under this Section 13.1 for any breach of Connetics' representations and warranties made in or pursuant to this Agreement, until such time, if any, as the aggregate amount of the liabilities, losses, damages, claims costs and expenses arising out of such breach exceeds $50,000 and then only to the extent of such excess.