Common use of Hold Harmless by REPLIDYNE Clause in Contracts

Hold Harmless by REPLIDYNE. Replidyne shall indemnify, defend and hold the Supplier and the Supplier’s Affiliates and their respective officers, directors, employees, partners and agents (“Supplier Indemnitees”) harmless from and against any and all liability, damages, cost or expenses (including reasonable attorneys’ fees and disbursements) (“Damages”) incurred as a result of any claim made or suit brought by a Third Party against a Supplier Indemnitee arising out of or related to (i) the development, manufacture, handling, sale, storage, transportation, testing, labeling, packaging, marketing or use of the Drug Products by Replidyne, or any of Replidyne’s Designees, (ii) the manufacture, handling, sale, storage, transportation, testing, labeling, packaging, marketing or use of the Drug Substance by Replidyne or the Manufacturing Designee or (iii) the negligence or intentional misconduct or breach of this Agreement by Replidyne, except to the extent that such Damages arise out of or relate to (a) any Defect in the Drug Substance supplied by Nisso hereunder existing at the time the Drug Substance is delivered to Replidyne, and/or (b) the negligence or intentional misconduct or breach of this Agreement by the Supplier Indemnitees. Upon receipt of any such claim or suit by any of the Supplier Indemnitees, the Supplier or such Supplier Indemnitees shall promptly notify Replidyne in writing of such claim or suit, and shall permit Replidyne to defend against and control the defense of such claim or suit; provided, that Replidyne shall not compromise or settle such claim or suit in a manner materially and adversely affecting the Supplier without the written approval of the Supplier and the Supplier shall have the right to participate in the defense of such claim or suit at its own expense. The Supplier or any Supplier Indemnitee shall not compromise or settle such claim or suit without the prior written approval of Replidyne.

Hold Harmless by REPLIDYNE. Replidyne REPLIDYNE shall indemnify, defend and hold the Supplier DSP and the SupplierDSP’s Affiliates and their respective officers, directors, employees, partners and agents (“Supplier DSP Indemnitees”) harmless from and against any and all liability, damages, cost or expenses (including reasonable attorneys’ fees and disbursements) (“Damages”) incurred as a result of any claim made or suit brought by a Third Party against a Supplier DSP Indemnitee arising out of or related to (i) the developmentDevelopment, manufacture, handling, sale, storage, transportation, testing, labeling, packaging, marketing or use of the Drug Products by Replidyne, or any of Replidyne’s Designees, (ii) the manufacture, handling, sale, storage, transportation, testing, labeling, packaging, marketing or use of the Drug Substance by Replidyne or the Manufacturing Designee or (iii) the negligence or intentional misconduct or breach of this Agreement by ReplidyneREPLIDYNE, except to the extent that such Damages arise out of liability, damages, costs or relate to expenses are caused by (a) any Defect in the DSP’s failure to supply Drug Substance supplied by Nisso hereunder existing at that conforms with the time the Drug Substance specifications or that is delivered to Replidyne, and/or made in compliance with cGMP or (b) the negligence or intentional misconduct or breach of covenant in this Agreement by the Supplier IndemniteesDSP Indemnitee. Upon receipt of any such claim or suit by any of the Supplier DSP Indemnitees, the Supplier DSP or such Supplier DSP Indemnitees shall promptly notify Replidyne REPLIDYNE in writing of such claim or suit, suit and shall permit Replidyne REPLIDYNE to defend against and control the defense of such claim or suit; provided, provided that Replidyne REPLIDYNE shall not compromise or settle such claim or suit in a manner materially and adversely affecting the Supplier without the written approval of the Supplier DSP, and the Supplier DSP shall have the right to participate in the defense of such claim or suit at its own expense. The Supplier DSP or any Supplier DSP Indemnitee shall not compromise or settle such claim or suit without the prior written approval of ReplidyneREPLIDYNE.