Durect Indemnification Sample Clauses

Durect Indemnification. Durect shall, during and after the Term of this Agreement, indemnify and hold harmless King and its Affiliates and their respective directors, officers, employees, scientific advisors, consultants, and agents (the “King Indemnified Parties”), against any and all claims, losses, damages and liabilities, including reasonable attorneys’ fees and Costs (“Liabilities”) arising out of or resulting from any claim, action, suit, or other proceeding brought by a Third Person against a King Indemnified Party for (i) any breach of any express representation, warranty, or covenant by Durect under this Agreement, and (ii) the negligence or willful misconduct of Durect or any of its directors, officers, and employees in the performance of Durect’s obligations hereunder. The foregoing indemnity obligation shall not apply to the extent that such claim, loss, damage, liability, or Third Person claim or suit is covered by King’s indemnity obligation under Section 7.2 hereof, as to which Liabilities each Party shall indemnify the other Party to the extent of their respective liability for the Liabilities.