Indemnification by BDSI Clause Samples

Indemnification by BDSI. BDSI shall defend, indemnify and hold ACCENTIA, its officers, directors, employees and consultants harmless from and against any and all Third Party Claims for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals), at both trial and appellate levels, relating to BDSI’s activities contemplated under this Agreement, including, but not limited to, (a) breach of the representations, warranties and obligations of BDSI hereunder, or (b) any tax, duty, levy or government imposition on any sums payable by ACCENTIA to BDSI hereunder. The foregoing indemnification shall not apply to any Claims to the extent caused by the gross negligence of ACCENTIA.

Indemnification by BDSI. BDSI shall defend, indemnify and hold BND, its officers, members, directors, employees and consultants harmless from and against any and all claims, suits or demands, threatened or filed ("Claims") for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals), at both trial and appellate levels, arising from or relating to (i) breach of the representations, warranties, agreements and obligations of BDSI hereunder and (ii) the Services provided to BND pursuant to this Agreement. The foregoing indemnification shall not apply to any Third Party Claims to the extent are caused by the negligence of BND.

Indemnification by BDSI. BND shall defend, indemnify and hold BDSI, its officers, directors, employees and consultants harmless from and against any and all Claims for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals), at both trial and appellate levels, relating or arising out of breach of the representations, warranties, agreements and obligations of BND hereunder. The foregoing indemnification shall not apply to any Claims to the extent caused by the negligence of BDSI.

Indemnification by BDSI. Subject to Section 10.03, BDSI hereby agrees to defend, indemnify and hold harmless Collegium, its Affiliates, and its and their respective directors, officers, employees, agents, other representatives, and successors and assigns (“Collegium Indemnitees”) from and against all suits, claims, proceedings or causes of action brought by Third Parties (“Claims”), and all associated damages, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys’ fees (collectively, “Losses”), arising out of BDSI’s, its Affiliates’, or BDSI’s or its Affiliates’ officers’, directors’, employees’, agents’, or other representatives’ (i) negligence or willful misconduct with respect to the subject matter of this Agreement, (ii) breach of this Agreement, (iii) failure to comply with any Applicable Law with respect to the subject matter of this Agreement, or (iv) manufacture, use, sale, offer for sale, development, commercialization, import, or export of any BEMA Fentanyl Product(s) within or outside the Territory; provided, that BDSI shall not have any such obligation if and to the extent any such Claims or Losses result from any Collegium Indemnitees’ (A) negligence or willful misconduct, (B) breach of this Agreement, (C) failure to comply with Applicable Laws with respect to the subject matter of this Agreement, or (D) manufacture, use, sale, offer for sale, Development, Commercialization, import, or export of any Licensed Product(s) not in accordance with this Agreement.

Indemnification by BDSI. BDSI shall indemnify, defend, and hold LTS, its managing directors, directors, officers, employees, Affiliates and agents harmless from and against all damages, losses or expenses suffered or paid as a result of any and all claims, demands, suits, penalties, judgments or administrative and judicial orders and liabilities (including reasonable counsel fees and expenses, “Losses”) incurred, assessed or sustained by LTS, arising out of a third party claim with respect to or arising out of an injury, claim or damage resulting from or caused by: (a) clinical trial use of the Product, provided that no indemnification will be provided under this Section 11.3 to the extent that any Losses are attributable to the failure of the Product to meet the Product Specifications and warranties set forth in Section 11.1.4, provided storage and handling of Product after delivery by LTS was in accordance with the storage specifications, unless such Losses exceed LTS’ product liability insurance cover (Annex 6); (b) any breach by BDSI of its acknowledgements, representations, warranties, covenants or agreements hereunder; or (c) an inherent defect in the Product Design and/or Specifications provided by BDSI;

Indemnification by BDSI. BDSI hereby indemnifies Accentia and its Affiliates against and agrees to hold each of them harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (collectively, “Loss”) incurred or suffered by Accentia or any of its Affiliates arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by BDSI pursuant to this Agreement. Accentia agrees to give prompt notice to BDSI of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Section 6(a); provided that the failure to give such notice shall not affect Accentia’s rights hereunder except to the extent BDSI is materially prejudiced by such failure. BDSI may, and at the request of Accentia shall, participate in and control the defense of any such third party suit, action or proceeding at its own expense. BDSI shall not be liable under this Section 6(a) for any settlement effected without its prior consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided that such consent may not be unreasonably withheld. No investigation or knowledge by Accentia of BDSI shall limit Accentia’s rights to indemnification hereunder. Nothing in this Agreement shall limit any remedies available to Accentia at law or in equity for any claims under this Agreement.

Indemnification by BDSI. Subject to Section 13.3, BDSI hereby agrees to indemnify, defend and hold Arcion, its Affiliates, and Arcion’s and its Affiliates’ officers, directors, employees, contractors, agents, and other representatives (collectively, “Arcion Indemnitees”) harmless from and against any Losses resulting from Claims brought against any Arcion Indemnitee(s) resulting from BDSI’s, its Affiliates’, Sublicensees’ or any BDSI Representative’s (i) negligence or willful misconduct, (ii) breach of this Agreement, (iii) failure to comply with Applicable Laws, or (iv) manufacture, use, Development, Commercialization, import, or export of any Product(s), except to the extent such Losses result from any Arcion Indemnitee’s (A) negligence or willful misconduct, (B) breach of this Agreement, (C) failure to comply with any Applicable Laws, or (D) manufacture, use, Development, Commercialization, import, or export of any Product(s) by Arcion prior to the Effective Date.

Indemnification by BDSI. BDSI shall indemnify, defend, and hold LTS, its managing directors, directors, officers, employees, Affiliates and agents harmless from and against all damages, losses or expenses, including reasonable attorney’s fees and expenses, (“Losses”) incurred, assessed or sustained by LTS, arising out of a Third Party claim with respect to or arising out of an injury, claim or damage resulting from or caused by: (a) use of the Product; (b) any breach by BDSI of its acknowledgements, representations, warranties, covenants or agreements hereunder; (c) an inherent defect in the Product design, elements of the Process BDSI requires LTS to implement that are provided solely as presented by BDSI (without LTS development input), or Product Specifications and/or Packaging Specifications provided by BDSI, (d) any negligence or willful misconduct of BDSI. (e) any indemnification obligation of LTS under Section 20.3(a) or (b) to the extent exceeding the scope and extent of LTS’ insurance as set forth in Section 20.4.

Indemnification by BDSI. BDSI will indemnify, defend and hold harmless DNDi, its Affiliates, and their respective officers, directors, employees and agents (the “DNDi Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys’ fees) suffered as a result of any Third Party claims, demands and actions (collectively, “Losses”), to the extent such Losses result from (a) a breach by BDSI of any representation, warranty or covenant in this Agreement, (b) the gross negligence or willful misconduct by any BDSI Indemnitee or (c) a manufacturing defect in the production of CAMB, including, without limitation, Losses related to the death of or injury to a Third Party caused by CAMB, if the applicable Loss stemmed from CAMB defectively manufactured by BDSI. The foregoing indemnity obligation will not apply to the extent any Loss arises from (i) a breach by DNDi of its representations, warranties or covenants in this Agreement or (ii) the gross negligence or willful misconduct of any DNDi Indemnitee.