Common use of Hold Harmless by DSP Clause in Contracts

Hold Harmless by DSP. DSP shall indemnify, defend and hold REPLIDYNE and REPLIDYNE’s Affiliates and their respective officers, directors, employees, partners and agents (“REPLIDYNE Indemnitees”) harmless from and against any and all liability, damages, costs or expenses (including reasonable attorney’s fees and disbursements) incurred as a result of any claim made or suit brought by a Third Party against REPLIDYNE Indemnitee arising out of DSP’s manufacture and/or sale of Drug Substance supplied to REPLIDYNE that does not conform to its specifications or is not made in compliance with cGMP, except to the extent that [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended. such liability, damages, costs or expenses are caused by the negligence or intentional misconduct or breach of covenant in this Agreement by the REPLIDYNE Indemnitee. Upon receipt of any such claim or suit by any of the REPLIDYNE Indemnitees, REPLIDYNE or such REPLIDYNE Indemnitees shall promptly notify DSP in writing of such claim or suit and shall permit DSP to defend against and control the defense of such claim or suit, provided that DSP shall not compromise or settle such claim or suit without the written approval of REPLIDYNE and REPLIDYNE shall have the right to participate in the defense of such claim or suit at its own expense. REPLIDYNE or any REPLIDYNE Indemnitee shall not compromise or settle such claim or suit without the prior written approval of DSP.

Hold Harmless by DSP. DSP shall indemnify, defend and hold REPLIDYNE and REPLIDYNE’s Affiliates and their respective officers, directors, employees, partners and agents (“REPLIDYNE Indemnitees”) harmless from and against any and all liability, damages, costs or expenses (including reasonable attorney’s fees and disbursements) incurred as a result of any claim made or suit brought by a Third Party against REPLIDYNE Indemnitee arising out of DSP’s manufacture and/or sale of Drug Substance supplied to REPLIDYNE that does not conform to its specifications or is not made in compliance with cGMP, except to the extent that [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended. such liability, damages, costs or expenses are caused by the negligence or intentional misconduct or breach of covenant in this Agreement by the REPLIDYNE Indemnitee. Upon receipt of any such claim or suit by any of the REPLIDYNE Indemnitees, REPLIDYNE or such REPLIDYNE Indemnitees shall promptly notify DSP in writing of such claim or suit and shall permit DSP to defend against and control the defense of such claim or suit, provided that DSP shall not compromise or settle such claim or suit without the written approval of REPLIDYNE and REPLIDYNE shall have the right to participate in the defense of such claim or suit at its own expense. REPLIDYNE or any REPLIDYNE Indemnitee shall not compromise or settle such claim or suit without the prior written approval of DSP.

Hold Harmless by DSP. DSP shall indemnify, defend and hold REPLIDYNE BioMarin and REPLIDYNEBioMarin’s Affiliates and their respective officers, directors, employees, partners and agents (hereinafter referred to as “REPLIDYNE BioMarin Indemnitees”) harmless from and against any and all liability, damages, costs or expenses (including reasonable attorney’s fees and disbursements) Damages incurred as a result of any claim made or suit brought by a Third Party third party against REPLIDYNE BioMarin Indemnitee arising out of a breach of this Agreement by DSP’s manufacture and/or sale of Drug Substance supplied to REPLIDYNE that does not conform to its specifications or is not made , in compliance with cGMP, each case except to the extent that [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended. such liability, damages, costs or expenses are caused by the negligence or intentional misconduct or breach of covenant in this Agreement by the REPLIDYNE BioMarin Indemnitee. Upon receipt of any such claim or suit by any of the REPLIDYNE BioMarin Indemnitees, REPLIDYNE BioMarin or such REPLIDYNE BioMarin Indemnitees shall promptly notify DSP in writing of such claim or suit and shall permit DSP to defend against and control the defense of such claim or suit, provided that DSP shall not compromise or settle such claim or suit without the written approval of REPLIDYNE BioMarin or such BioMarin Indemnitees, and REPLIDYNE BioMarin or any such BioMarin Indemnitee shall have the right to participate in the defense of such claim or suit at its own expense. REPLIDYNE BioMarin or any REPLIDYNE such BioMarin Indemnitee shall not compromise or settle such claim or suit without the prior written approval of DSP.

Hold Harmless by DSP. DSP shall indemnify, defend and hold REPLIDYNE BIOMARIN and REPLIDYNEBIOMARIN’s Affiliates and their respective officers, directors, employees, partners and agents (hereinafter referred to as “REPLIDYNE BIOMARIN Indemnitees”) harmless from and against any and all liability, damages, costs or expenses (including reasonable attorney’s fees and disbursements) Damages incurred as a result of any claim made or suit brought by a Third Party against REPLIDYNE BIOMARIN Indemnitee arising out of (i) DSP’s or SHIRATORI’s manufacture and/or sale of Drug Substance supplied to REPLIDYNE BIOMARIN that does not conform to its mutually agreed specifications or is that was not made in compliance with cGMPcGMP or (ii) a breach of this Agreement by DSP, in each case except to the extent that [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended. such liability, damages, costs or expenses are caused by the negligence or intentional misconduct or breach of covenant in this Agreement by the REPLIDYNE BIOMARIN Indemnitee. Upon receipt of any such claim or suit by any of the REPLIDYNE BIOMARIN Indemnitees, REPLIDYNE BIOMARIN or such REPLIDYNE BIOMARIN Indemnitees shall promptly notify DSP in writing of such claim or suit and shall permit DSP to defend against and control the defense of such claim or suit, provided that DSP shall not compromise or settle such claim or suit without the written approval of REPLIDYNE BIOMARIN or such BIOMARIN Indemnitees, and REPLIDYNE BIOMARIN or any such BIOMARIN Indemnitee shall have the right to participate in the defense of such claim or suit at its own expense. REPLIDYNE BIOMARIN or any REPLIDYNE such BIOMARIN Indemnitee shall not compromise or settle such claim or suit without the prior written approval of DSP.