Common use of Corium Indemnity Clause in Contracts

Corium Indemnity. Corium shall indemnify, defend and hold harmless Xxxx and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees and the cost of any recalls) incurred by or rendered against Xxxx, or its Affiliates, employees or directors in any Third Party claim made or suit brought from a breach by Corium of its representations and warranties pursuant to this *Confidential Treatment Requested. Agreement, except to the extent that such claim or suit is based on (i) Xxxx’x breach of its representations and warranties, or (ii) an action which Xxxx provided its written consent pursuant to this Agreement, or (iii) any allegation that the Product, or any part thereof, infringe or violate any patent, copyright, trademark, or misappropriate any trade secret (other than misappropriations of which Corium knew or reasonably should have known). Xxxx shall give prompt written notice of any such claim or suit, and Corium shall undertake the defense thereof. Xxxx shall cooperate in such defense, to the extent reasonably requested by Corium, at Corium’s expense. Xxxx shall have the right to participate in such defense, at its own expense, to the extent that in its judgment Xxxx may be prejudiced thereby. In any claim made or suit brought for which Xxxx seeks indemnification under this Section 11.1, neither Party shall settle, offer to settle, or admit liability or damages without the prior written consent of the other Party.

Corium Indemnity. Corium shall indemnify, defend and hold harmless Xxxx and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees and the cost of any recalls) incurred by or rendered against Xxxx, or its Affiliates, employees or directors in any Third Party claim made or suit brought from a breach by Corium of its representations and warranties pursuant to this *Confidential Treatment Requested. Agreement, except to the extent that such claim or suit is based on (i) Xxxx’x breach of its representations and warranties, or (ii) an action which Xxxx provided its written consent pursuant to this Agreementto, or (iii) any allegation that the ProductProducts, or any part thereof, infringe or violate any patent, copyright, trademark, or misappropriate any trade secret (other than misappropriations of which Corium knew or reasonably should have known). Xxxx shall give prompt written notice of any such claim or suit, and Corium shall undertake the defense thereof. Xxxx shall cooperate in such defense, to the extent reasonably requested by Corium, at Corium’s expense. Xxxx shall have the right to participate in such defense, at its own expense, to the extent that in its judgment Xxxx may be prejudiced thereby. In any claim made or suit brought for which Xxxx seeks indemnification under this Section 11.112.1, neither Party shall settle, offer to settle, or admit liability or damages without the prior written consent of the other Party.