Common use of Indemnification by BDSI Clause in Contracts

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. Subject to Section 10.03, BDSI hereby agrees to defend, indemnify and hold harmless CollegiumPurdue, its Affiliates, and its and their respective officers, directors, officers, employees, agents, other representatives, and successors and assigns (“Collegium Purdue Indemnitees”) from and against all suits, claims, proceedings or causes of action brought by Third Parties (“Claims”)) brought against any Purdue Indemnitee, and all associated damages, liabilities, expenses and/or losslosses, including reasonable legal expenses and reasonable attorneys’ fees (collectively, “Losses”), arising out of BDSI’s, its Affiliates’, or BDSI’s or and its Affiliates’ and their respective officers’, directors’, employees’, contractors’, agents’, or other representatives’, and successors’ and assigns’ (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, (iii) breach of this Agreement, or (iv) manufacture, use, sale, offer for sale, development, commercialization, import, or export of any BEMA Fentanyl Licensed 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 Purdue 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 (DC) manufacture, use, sale, offer for sale, Development, Commercialization, import, breach of this Agreement or export of any Licensed Product(s) not in accordance with this the Supply Agreement.

Indemnification by BDSI. (a) Subject to Section 10.03Sections 13.3 and 13.4, BDSI hereby agrees to defendshall indemnify, indemnify defend and hold harmless CollegiumEndo, its Affiliates, and its and their respective directors, officers, employeesemployees consultants, agentscontractors, other representativessublicensees and agents (collectively, and successors and assigns (the “Collegium Endo Indemnitees”) harmless from and against any and all suits, claims, proceedings or causes of action Claims brought by a Third Parties (“Claims”), and all associated damages, liabilities, expenses and/or lossParty against such Endo Indemnitee, including reasonable legal expenses any Damages resulting therefrom, in each case resulting from or based on: (a) any development work (including pre-clinical and reasonable attorneys’ fees clinical) done by BDSI for Product; (collectivelyb) BDSI’s breach of this Agreement; (c) the gross negligence or willful misconduct of, “Losses”)or violation of applicable law by, arising out of BDSI’s, its Affiliates’Affiliates or (sub)licensees, or their respective employees, contractors or agents in the performance of this Agreement; (d) breach, by BDSI’s or its Affiliates’ officers’, directors’, employees’, agents’, acts or other representatives’ (i) negligence or willful misconduct omissions with respect to the subject matter Product, ***; and/or (e) *** except that ***. (b) In consideration 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 indemnify, defend and hold the Endo Indemnitees harmless from and against any and all Claims brought against such obligation if and Endo Indemnitee, including any Damages resulting therefrom, in each case resulting from or based ***, except to the extent any that such Claims or Losses Damages result solely from Endo’s breach ***. Such indemnification shall apply and be enforceable against BDSI notwithstanding any Collegium Indemnitees’ (A) negligence action or willful misconductomission by Endo hereunder, (B) breach of this Agreement, (C) failure and in no event shall Endo be subject to comply with Applicable Laws with respect to the subject matter of this Agreement, any Claims or (D) manufacture, use, sale, offer have any liability for sale, Development, Commercialization, import, or export any Damages suffered by BDSI as a result of any Licensed Product(s) not action or omission of Endo in accordance with this Agreement***.