Indemnification by Auxilium. AUXILIUM will indemnify and hold BENTLEY, its directors, officers, employees and agents harmless against any and all liability, damage, loss, cost or expense(including reasonable attorney’s fees) resulting from any third party claims made or suits brought against BENTLEY which arise from the breach of any of AUXILIUM’s representations, warranties or agreements contained herein, or which arise out of the development, manufacture, promotion, distribution, use, testing or sale, distribution or other disposition of Product, including, without limitation, any claims, express, implied or statutory, made as to the efficacy, safety or use to be made of Product, and claims made by reason of any Product labeling or any packaging containing Product. This indemnification obligation shall not apply where the basis for the claim is the negligence or willful malfeasance of BENTLEY.
Indemnification by Auxilium. Auxilium hereby agrees to save, indemnify, defend and hold Pfizer, its Affiliates, and their respective directors, officers, agents and employees harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions by a Third Party (each a “Third Party Claim”) resulting or otherwise arising from (i) any breach by Auxilium of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct by Auxilium or its Affiliates or their respective officers, directors, employees, agents, consultants or sublicensee in performing any obligations under this Agreement or (iii) any matter related to the Development or Manufacturing of the Product hereunder (including, for clarity, product liability Losses resulting therefrom) by Auxilium or its Affiliates or their respective officers, directors, employees, agents, consultants or sublicensee; in each case except to the extent that such Losses are subject to indemnification by Pfizer pursuant to Section 11.2.
Indemnification by Auxilium. Auxilium will indemnify and hold Licensor, its directors, officers, employees and agents harmless against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees) resulting from any third-party claims made or suits brought against Licensor which arise from the breach of any of Auxilium’s representations, warranties or agreements contained herein, or which arise out of the development, manufacture, promotion, distribution, use, testing, sale or other disposition of Product, including, without limitation, any claims, express, implied or statutory, made as to the efficacy, safety or use to be made of Product, and claims made by reason of any Product labeling or any packaging containing Product. This indemnification obligation shall not apply where the basis for the claim is the negligence or willful malfeasance of Licensor. 06/20/2003 ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
Indemnification by Auxilium. Auxilium will indemnify and hold Licensor, its directors, officers, employees and agents harmless against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees) resulting from any third party claims made or suits brought against Licensor which arise from the breach of any of Auxilium’s representations, warranties or agreements contained herein, or which arise out of the development, manufacture, promotion, distribution, use, testing, sale or other disposition of Product, including, without limitation, any claims, express, implied or statutory, made as to the efficacy, safety or use to be made of Product, and claims made by reason of any Product labeling or any packaging containing Product. This indemnification obligation shall not apply where the basis for the claim is the negligence or willful malfeasance of Licensor or Licensor’s breach of its representations, warranties and agreements contained herein.
Indemnification by Auxilium. (a) Auxilium shall defend, indemnify and hold harmless GSK and its Affiliates and their respective officers, directors, managers, shareholders, employees, agents, representatives, successors and assigns (the “GSK Parties”) from and against all Third Party claims, complaints, or lawsuits for damages (collectively referred to as “Claims”) arising out of (i) any act or omission prior to the GSK First Promotion Date (or if the GSK First Promotion Date shall not occur, the date on which this Agreement is terminated), (ii) the failure by Auxilium or any of its Affiliates to comply with Laws and Regulations, (iii) any assertion of the infringement or misappropriation of any Third Party patent, copyright, trademark, service xxxx, trade secret, or other intellectual property as a result of the development, registration, marketing, promotion, labeling, use, sale or distribution of the Product, (iv) any breach of any covenant, representation or warranty of Auxilium or any of its Affiliates under this Agreement, and (v) promotional activities that are outside the scope of, or are contrary to, the Overall Marketing Plan, the applicable Annual Marketing Plan or the Promotional Materials. Auxilium shall not be obligated to indemnify for any such Claim under this Section 13.3(a) to the extent that GSK is obligated to indemnify Auxilium for such Claim pursuant to Section 13.4.
(b) In addition to the indemnity set forth in Section 13.3(a), Auxilium shall defend, indemnify and hold harmless the GSK Parties from and against all product liability and consumer fraud Claims arising out of the development, registration, manufacture, design, promotion, labeling, sale or distribution of the Product by Auxilium or GSK, or any of their respective Affiliates, or any use of the Product; provided, however, that Auxilium shall not be obligated to indemnify for any such Claim under this Section 13.3(b) to the extent that such Claim arises from promotional activities of the GSK Parties that are outside the scope of, or are contrary to, the Overall Marketing Plan, the applicable Annual Marketing Plan or the Promotional Materials.
Indemnification by Auxilium. Auxilium shall indemnify, defend and hold Xxxxxxxxx-Xxxxx, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any damages, losses, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Liabilities”) resulting from any Third Party claims or suits arising out of (1) the ownership, use, handling, distribution, marketing or sale of the Product, (2) Auxilium’s breach of any of its warranties or representations, or failure to perform any of its obligations, hereunder, or (3) Auxilium’s negligent acts or omissions or willful misconduct.
Indemnification by Auxilium. Auxilium shall defend, indemnify and hold harmless VIVUS, its Affiliates, and their respective officers, directors, employees, consultants and authorized agents and their respective successors and assigns or heirs, as the case may be (the “VIVUS Indemnitees”) from and against any and all Losses incurred by such VIVUS Indemnitee based on or arising out of:
(a) any misrepresentation or breach of any of Auxilium’s representations, warranties, covenants or obligations under this Agreement;
(b) the negligence or willful misconduct of, or violation of Applicable Law by, Auxilium, its Affiliates, licensees, distributors or their respective officers, directors, employees, consultants or authorized agents under this Agreement; or
(c) the Commercialization of any Product by Auxilium, its Affiliates, and sublicensees. The foregoing indemnity obligation shall not apply to the extent that the Losses of such VIVUS Indemnitee were caused by: (i) a breach of any of VIVUS’s representations, warranties, covenants, or obligations under the Agreement; or (ii) the negligence or willful misconduct of, or violation of Applicable Law by, such VIVUS Indemnitee.
Indemnification by Auxilium. AUXILIUM will indemnify, defend, and hold DPT, its respective directors, officers, agents, and employees harmless against any and all Losses resulting from any third party Claims made against DPT resulting or otherwise arising from, (i) a breach by AUXILIUM of its representations, warranties, covenants, or obligations pursuant to this Agreement, (ii) AUXILIUM’s negligence or willful misconduct, or (iii) the promotion, distribution, use, testing or sales of Products, including, without limitation, any claims, express, implied or statutory, made as to the efficacy, safety, or use to be made of Products, and Claims made by reason of any Product Labeling or any Packaging containing Product (provided such Packaging and Labeling was purchased by DPT as provided in paragraph 2.2 (c) hereof), unless such Loss is caused by the breach of DPT under this Agreement.
Indemnification by Auxilium. Subject to the terms and condition of this Agreement, and to the extent finally determined pursuant to ARTICLE 15, Auxilium hereby shall be held liable for and agrees to save, indemnify, defend and hold Sobi, its Affiliates, and their respective directors, officers, agents and employees harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions by a Third Party (each a “Claim”) resulting or otherwise arising from (i) any breach by Auxilium of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct by Auxilium or its Affiliates or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement or (iii) any matter related to the Development or Manufacturing of the Finished Product hereunder (including, for clarity, product liability Losses including defects in design and failure to warn, in each case resulting therefrom) by Auxilium or its Affiliates or their respective officers, directors, employees, agents, consultants or sublicensees; in each case except to the extent that such Losses are subject to indemnification by Sobi pursuant to Section 11.2.
Indemnification by Auxilium. AUXILIUM will indemnify and hold BENTLEY, its directors, officers, employees and agents harmless against any and all liability, damage, loss, cost or expense * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission. (including reasonable attorney's fees) resulting from any third party claims made or suits brought against BENTLEY which arise from *.
