Common use of Indemnification by Celltech Clause in Contracts

Indemnification by Celltech. Celltech agrees to indemnify, defend and hold harmless Orphan Medical and its directors, officers, employees and agents from and against all Claims and Indemnification Amounts arising out of (i) a breach by Celltech of any representation, warranty or covenant provided in this Agreement, (ii) an allegation that bodily injury (including death) or tangible personal property damage was caused by, resulted from or arose out of the Products sold by Celltech, its Subdistributors, Sublicensees or Third Party manufacturers that were used other than for a Licensed Indication, regardless of the legal theory on which such Claim is based, except, however, where such bodily injury and/or property damage is due to a circumstance described in Sections 9.1(i) and 9.1(iii) hereof, (iii) negligence, gross negligence or willful misconduct of or attributable to Celltech, its Subdistributors, Sublicenses or Third Party manufacturers and its or their directors, officers, agents, employees, consultants or clinical investigators in connection with the storage, packaging, labeling, promotion, marketing, sale and distribution of the Product in the Territory; and (iv) any express or implied warranty, whether oral or written, including any implied warranty or the merchantability or fitness of the Product for a particular purpose asserted by any customer of Celltech, its Subdistributors or Sublicensees, if such warranty was extended by or arising from any undertaking, action or inaction of Celltech, its Subdistributors or Sublicensees.