Common use of Indemnification by Auxilium Clause in Contracts

Indemnification by Auxilium. Auxilium hereby agrees to save, indemnify, defend and hold Asahi, 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 (or any of its Affiliates) 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 sublicensees (other than Asahi) 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 sublicensees (other than Asahi); in each case except to the extent that such Losses are subject to indemnification by Asahi pursuant to Section 11.2.

Indemnification by Auxilium. Auxilium hereby agrees to save, indemnify, defend and hold AsahiPfizer, 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 (or any of its Affiliates) 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 sublicensees (other than Asahi) 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 sublicensees (other than Asahi)sublicensee; in each case except to the extent that such Losses are subject to indemnification by Asahi Pfizer pursuant to Section 11.2.

Indemnification by Auxilium. Auxilium hereby agrees to save, indemnify, defend and hold AsahiActelion, 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 (or any of its Affiliates) 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, agents or consultants or sublicensees (other than Asahi) in performing any obligations under this Agreement or (iii) any matter related to the Development or Manufacturing of the Bulk 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 (other than Asahi)sublicensees; in each case except to the extent that such Losses are subject to indemnification by Asahi Actelion pursuant to Section 11.211.3.

Indemnification by Auxilium. Auxilium hereby agrees to save, indemnify, defend and hold AsahiPfizer, 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 (or any of its Affiliates) 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 sublicensees (other than Asahi) 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 sublicensees (other than Asahi)sublicensee; in each case except to the extent that such Losses are subject to indemnification by Asahi Pfizer pursuant to Section 11.2. ** 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. 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 AsahiSobi, 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 (or any of its Affiliates) 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, agents or consultants or sublicensees (other than Asahi) 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 (other than Asahi)sublicensees; in each case except to the extent that such Losses are subject to indemnification by Asahi Sobi pursuant to Section 11.2.