Common use of CONNETICS INDEMNITY Clause in Contracts

CONNETICS INDEMNITY. (a) Connetics agrees to indemnify and hold harmless MGI, its Affiliates, and their respective officers, directors, employees and agents from and against any and all damages, claims, liabilities, demands, charges, suits, penalties, costs, expenses and obligations to third parties incurred or arising in connection with (i) the manufacture, advertising, promotion, sale, import or use of the Product, including without limitation, product liability and intellectual property infringement claims, or (ii) breach of any warranty, representation or covenant of Connetics contained in this Agreement; provided, however, Connetics' obligations to indemnify MGI in any action related to a claim that the Product infringes the intellectual property of a third party shall be limited to the amount of actual damages awarded to such third party by a court or arbitrator, as the case may be, and to the reasonable costs and expenses (including reasonable attorney's fees) of MGI, its Affiliates, and their respective officers, directors, employees and agents in connection with such action. Connetics shall have no indemnification obligation under this Section 10.1(a) for any claim(s) arising from (a) any modifications to the Product by MGI where liability would not have occurred by for such modifications or (b) the negligence or wrongful act of MGI, its officers, agents or employees, including without limitation (i) the detailing and/or promotion of the Product in a manner that is inconsistent with the FDA approval pertaining to the Product, or (ii) representation or statement regarding the Product which is inconsistent with the specifications or product label claims by MGI or an Affiliate, assignee, distributor or representative of MGI. (b) MGI shall give Connetics prompt written notice of the receipt of any claim or the commencement of any action, suit or proceeding for which MGI may seek indemnification under Section 10.1(a) (individually or collectively, referred to hereafter as an "Action"), and Connetics shall assume the defense of the Action; provided that, MGI complies with any good faith request made by Connetics for assistance in such defense; and provided further that: (i) MGI shall have the right at any time to participate in any such Action with counsel of its own choice at MGI's sole expense; (ii) if MGI elects for Connetics to defend the Action, then MGI's counsel may participate in all discussions, but shall not be entitled to appear in any legal or judicial proceeding relating to the Action; (iii) if Connetics fails to assume the defense within a reasonable time, MGI may assume such defense, and the reasonable fees and expenses of MGI's attorneys will be covered by the indemnity provided for in Section 10.1; and (iv) if a conflict with respect to legal representation arises which cannot be resolved, and MGI is not prepared to waive such conflict, then MGI shall have the right to obtain separate legal counsel at Connetics' expense; provided, however, Connetics shall have no obligation to pay MGI's expenses in connection with MGI obtaining separate legal counsel in any Action brought by Connetics against MGI or any Action brought by MGI against Connetics. Nothing in the foregoing discussion shall give either party the right or authority to settle any Action on behalf of the other party without the other party's written consent.

CONNETICS INDEMNITY. (a) Connetics agrees to indemnify and hold harmless MGI, its Affiliates, and their respective officers, directors, employees and agents from and against any and all damages, claims, liabilities, demands, charges, suits, penalties, costs, expenses and obligations to third parties incurred or arising in connection with (i) the manufacture, advertising, promotion, sale, import or use of the Product, including without limitation, product liability and intellectual property infringement claims, or (ii) breach of any warranty, representation or covenant of Connetics contained in this Agreement; provided, however, Connetics' obligations to indemnify MGI in any action related to a claim that the Product infringes the intellectual property of a third party shall be limited to the amount of actual damages awarded to such third party by a court or arbitrator, as the case may be, and to the reasonable costs and expenses (including reasonable attorney's fees) of MGI, its Affiliates, and their respective officers, directors, employees and agents in connection with such action. Connetics shall have no indemnification obligation under this Section 10.1(a) for any claim(s) arising from (a) any modifications to the Product by MGI where liability would not have occurred by for such modifications or (b) the negligence or wrongful act of MGI, its officers, agents or employees, including without limitation (i) the detailing and/or promotion of the Product in a manner that is inconsistent with the FDA approval pertaining to the Product, or (ii) representation or statement regarding the Product which is inconsistent with the specifications or product label claims by MGI or an Affiliate, assignee, distributor or representative of MGI.without (b) MGI shall give Connetics prompt written notice of the receipt of any claim or the commencement of any action, suit or proceeding for which MGI may seek indemnification under Section SECTION 10.1(a) (individually or collectively, referred to hereafter as an "Action"), and Connetics shall assume the defense of the Action; provided that, MGI complies with any good faith request made by Connetics for assistance in such defense; and provided further that: (i) MGI shall have the right at any time to participate in any such Action with counsel of its own choice at MGI's sole expense; (ii) if MGI elects for Connetics to defend the Action, then MGI's counsel may participate in all discussions, but shall not be entitled to appear in any legal or judicial proceeding relating to the Action; (iii) if Connetics fails to assume the defense within a reasonable time, MGI may assume such defense, and the reasonable fees and expenses of MGI's attorneys will be covered by the indemnity provided for in Section 10.1; and (iv) if a conflict with respect to legal representation arises which cannot be resolved, and MGI is not prepared to waive such conflict, then MGI shall have the right to obtain separate legal counsel at Connetics' expense; provided, however, Connetics shall have no obligation to pay MGI's expenses in connection with MGI obtaining separate legal counsel in any Action brought by Connetics against MGI or any Action brought by MGI against Connetics. Nothing in the foregoing discussion shall give either party the right or authority to settle any Action on behalf of the other party without the other party's written consent.

CONNETICS INDEMNITY. (a) Connetics agrees to indemnify and hold harmless MGI, its Affiliates, and their respective officers, directors, employees and agents from and against any and all damages, claims, liabilities, demands, charges, suits, penalties, costs, expenses and obligations to third parties incurred or arising in connection with (i) the manufacture, advertising, promotion, sale, import or use of the Product, including without limitation, product liability and intellectual property infringement claims, or (ii) breach of any warranty, representation or covenant of Connetics contained in this Agreement; provided, however, Connetics' obligations to indemnify MGI in any action related to a claim that the Product infringes the intellectual property of a third party shall be limited to the amount of actual damages awarded to such third party by a court or arbitrator, as the case may be, and to the reasonable costs and expenses (including reasonable attorney's fees) of MGI, its Affiliates, and their respective officers, directors, employees and agents in connection with such action. Connetics shall have no indemnification obligation under this Section 10.1(a) for any claim(s) arising from (a) any modifications to the Product by MGI where liability would not have occurred by for such modifications or (b) the negligence or wrongful act of MGI, its officers, agents or employees, including without limitation (i) the detailing and/or promotion of the Product in a manner that is inconsistent with the FDA approval pertaining to the Product, or (ii) representation or statement regarding the Product which is inconsistent with the specifications or product label claims by MGI or an Affiliate, assignee, distributor or representative of MGI., (b) MGI shall give Connetics prompt written notice of the receipt of any claim or the commencement of any action, suit or proceeding for which MGI may seek indemnification under Section 10.1(aSECTION 10.1(A) (individually or collectively, referred to hereafter as an "Action"), and Connetics shall assume the defense of the Action; provided that, that MGI complies with any good faith request made by Connetics for assistance in such defense; and provided further that: (i) MGI shall have the right at any time to participate in any such Action with counsel of its own choice at MGI's sole expense; (ii) if MGI elects for Connetics to defend the Action, then MGI's counsel may participate in all discussions, but shall not be entitled to appear in any legal or judicial proceeding relating to the Action; (iii) if Connetics fails to assume the defense within a reasonable time, MGI may assume such defense, and the reasonable fees and expenses of MGI's attorneys will be covered by the indemnity provided for in Section SECTION 10.1; and (iv) if a conflict with respect to legal representation arises which cannot be resolved, and MGI is not prepared to waive such conflict, then MGI shall have the right to obtain separate legal counsel at Connetics' expense; provided, however, Connetics shall have no obligation to pay MGI's expenses in connection with MGI obtaining separate legal counsel in any Action brought by Connetics against MGI or any Action brought by MGI against Connetics. Nothing in the foregoing discussion shall give either party the right or authority to settle any Action on behalf of the other party without the other party's written consent.

CONNETICS INDEMNITY. (a) Connetics agrees to indemnify and hold harmless MGI, its Affiliates, and their respective officers, directors, employees and agents from and against any and all damages, claims, liabilities, demands, charges, suits, penalties, costs, expenses and obligations to third parties incurred or arising in connection with (i) the manufacture, advertising, promotion, sale, import or use of the Product, including without limitation, product liability and intellectual property infringement claims, or (ii) breach of any warranty, representation or covenant of Connetics contained in this Agreement; provided, however, Connetics' obligations to indemnify MGI in any action related to a claim that the Product infringes the intellectual property of a third party shall be limited to the amount of actual damages awarded to such third party by a court or arbitrator, as the case may be, and to the reasonable costs and expenses (including reasonable attorney's attorneys' fees) of MGI, its Affiliates, and their respective officers, directors, employees and agents in connection with such action. Connetics shall have no indemnification obligation under this Section 10.1(a) for any claim(s) arising from from: (a) any modifications to the Product by MGI where liability would not have occurred by but for such modifications modifications; or (b) the negligence or wrongful act of MGI, its officers, agents or employees, including without limitation (i) the detailing and/or promotion of the Product in a manner that is inconsistent with the FDA approval pertaining to the Product, or (ii) any liability arising out of or relating to any representation or statement regarding the Product Products which is inconsistent with the specifications or product label claims by MGI or an Affiliate, assignee, distributor or representative of MGIclaims. (b) MGI shall give Connetics prompt written notice of the receipt of any claim or the commencement of any action, suit or proceeding for which MGI may seek indemnification under Section 10.1(a) (individually or collectively, referred to hereafter as an "Action"), and Connetics shall assume the defense of the Action; provided that, that MGI complies with any good faith request made by Connetics for assistance in such defense; and provided further that: (i) MGI shall have the right at any time to participate in any such Action with counsel of its own choice at MGI's sole expense; (ii) if MGI elects for Connetics to defend the Action, then MGI's counsel may participate in all discussions, but shall not be entitled to appear in any legal or judicial proceeding relating to the Action; (iii) if Connetics fails to assume the defense within a reasonable time, MGI may assume such defense, and the reasonable fees and expenses of MGI's attorneys will be covered by the indemnity provided for in Section 10.1; and (iv) if a conflict with respect to legal representation arises which cannot be resolved, and MGI is not prepared to waive such conflict, then MGI shall have the right to obtain separate legal counsel at Connetics' expense; provided, however, Connetics shall have no obligation to pay MGI's expenses in connection with MGI obtaining separate legal counsel in any Action brought by Connetics against MGI or any Action brought by MGI against Connetics. Nothing in the foregoing discussion shall give either party the right or authority to settle any Action on behalf of the other party without the other party's written consent.