Indemnification by DURECT Clause Samples

Indemnification by DURECT. Durect hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Impax and its Affiliates, and its and their agents, directors, officers and employees (the “Impax Indemnitees”) from and against any liability or expense (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”) against any Impax Indemnitee arising out of (a) the research or development of Product by or on behalf of Durect or its Affiliates prior to the Closing, (b) the [* * *], (c) a breach of any of Durect’s obligations, representations and warranties under this Agreement, or (d) the negligence or intentional misconduct of any Durect Indemnitee. Durect’s obligation to Indemnify the Impax Indemnitees pursuant to this Section 9.4 shall not apply to the extent that any such Losses (A) arise from the negligence or intentional misconduct of any Impax Indemnitee; or (B) arise from any breach by Impax of this Agreement.

Indemnification by DURECT. DURECT shall indemnify and hold harmless Otonomy, its Affiliates and their respective officers, directors, employees and agents (each a “Otonomy Indemnitee”) from and against claims, demands, liabilities, damages, losses and expenses, including reasonable attorney’s fees and costs, actually incurred by the indemnified party arising out of or in connection with any Claims brought by a third party based upon (i) the negligence or intentional misconduct of DURECT or its Affiliates; and (ii) breach by DURECT or its Affiliates of the representations and warranties made by it in this Agreement; except in each case for (x) Claims arising due to the negligence, intentional misconduct omissions of, or breach of this Agreement by Otonomy or its Affiliates and (y) Claims for which Otonomy is obligated to indemnify DURECT Indemnitees pursuant to Section 9.1.

Indemnification by DURECT. Durect shall indemnify, defend and hold Alpharma and its Affiliates, and their respective directors, officers, employees and agents (each a “Alpharma Related Party”) harmless from and against any and all damages, losses, judgments, penalties, fines, settlements, and costs and expenses (including reasonable fees of attorneys and other professionals) (“Damages”) arising out of Third Party claims that result from any breach by Durect of this Agreement including breach by Durect of its representations and warranties hereunder.

Indemnification by DURECT. DURECT shall indemnify, defend and hold Endo and its Affiliates, and their respective directors, officers, employees and agents (each an "Endo Related Party") harmless from and against any and all damages, losses, judgments, penalties, fines, settlements, and costs and expenses (including reasonable fees of attorneys and other professionals) ("Damages") arising out of Third Party claims relating to the Product, Finished Product or Implanter that result from (i) any failure or alleged failure of any Product, Finished Product or Implanter to satisfy any of the provisions in Section 8.7, (ii) the malfunction or defect in the design or manufacture of the Product, Finished Product or Implanter, (iii) the infringement or other violation of any Third Party Intellectual Property Rights arising out of the manufacture, use or Commercialization of the Product, Finished Product or Implanter under the terms of this Agreement, (iv) the infringement or other violation of any Third Party trademarks with respect to the use by the Parties of the DURECT Trademarks in connection with the Product, Finished Product or Implanter under the terms of this Agreement, (v) any payments due to ALZA under or in connection with the ALZA Agreement or any breach or alleged breach thereof, (vi) any action (or inaction) by DURECT prior to the earlier of the Trial Commencement Date and June 30, 2004, (vii) subject to any surviving obligations of Endo under Section 12.3, any action (or inaction) by DURECT after the date of termination or expiration of this Agreement, or (viii) any other breach by DURECT of this Agreement including breach by DURECT of its representations and warranties hereunder.

Indemnification by DURECT. Durect shall indemnify, defend and hold harmless the Hospira Related Parties from and against any and all Damages resulting from Third Party claims that arise out of or result from: (i) Durect’s breach of this Agreement, including a breach of any of Durect’s representations, warranties, covenants or agreements hereunder; and (ii) the negligence or willful misconduct by or on behalf of Durect or any of its Affiliates, designees, licensees, representatives or agents in the performance of its activities under this Agreement. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Indemnification by DURECT. DURECT shall indemnify and hold harmless NeuroSystec, its Affiliates and their respective officers, directors, employees and agents (each a “NeuroSystec Indemnitee”) from and against claims, demands, liabilities, damages, losses and expenses, including reasonable attorney’s fees and costs, actually incurred by the indemnified party arising out of or in connection with any Claims based upon (i) the negligence, intentional misconduct of DURECT or its Affiliates; (ii) breach by DURECT or its Affiliates of the terms of, or the covenants, representations and warranties made by it in this Agreement; (iii) manufacturing defects of any DURECT Drug Delivery Platform, only if manufactured by or for DURECT and provided to NeuroSystec hereunder; and (iv) any defect or alleged defect in the design of the underlying DURECT Drug Delivery Platform (for the avoidance of doubt, this clause is not intended to apply to design defects or alleged defects introduced in a Licensed Product as a result of work performed by DURECT under the Work Plan at the direction of NeuroSystec unless such alleged defects are a result of the negligence or intentional misconduct of DURECT); except in each case for (x) Claims arising due to the negligence, intentional misconduct omissions of, or breach of this Agreement by NeuroSystec or its Affiliates and (y) Claims for which NeuroSystec is obligated to indemnify DURECT Indemnitees pursuant to Section 9.1.

Indemnification by DURECT. DURECT Corporation and SBS shall jointly and severally at all times, during and after the Term of this Agreement, indemnify and hold harmless PTI and its Affiliates and their respective * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions. directors, officers, employees, scientific advisors and consultants (each, a “PTI Indemnitee”) against any and all Losses arising out of or resulting from any claim, action, suit or other proceeding brought by a Third Party against a PTI Indemnitee arising from or resulting out of (i) any breach of any express representation, warranty or covenant by DURECT Corporation or SBS under this Agreement, (ii) the negligence or willful misconduct of DURECT Corporation or SBS or any of their respective directors, officers and employees; (iii) the infringement of a Third Party’s proprietary rights by reason of practice or other exploitation of the SABER™ Delivery System in accordance with the terms of this Agreement; and (iv) the development, manufacture, market, import, use or sale of the SABER™ Ingredients supplied by or on behalf of DURECT hereunder, including without limitation any and all product liability and intellectual property infringement claims. The foregoing indemnity obligation shall not apply to the extent that such claim, loss, damage, liability or Third Party claim or suit is covered by PTI’s indemnity obligation under Section 11.1 hereof, as to which Losses each Party shall indemnify the other Party to the extent of their respective liability for the Losses.

Indemnification by DURECT. Durect shall indemnify, defend and hold harmless Hospira and its Affiliates, and their respective directors, officers, employees and agents and permitted assigns including, its Commercial Sublicensees and Permitted Sublicensees (each a “Hospira Related Party”) from and against any and all liabilities, damages, losses, judgments, penalties, fines, settlements, and costs and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Damages”) resulting from Third Party claims that arise out of or result from: (i) Durect’s breach of this Agreement, including a breach of any of Durect’s representations, warranties, covenants or agreements hereunder; (ii) negligence or willful misconduct by or on behalf of Durect or any of its Affiliates, designees, licensees, representatives or agents in the performance of its activities under this Agreement; (iii) the development, manufacture, promotion or sale of any Licensed Product outside the Territory by or on behalf of Durect, its Affiliates, any licensee and/or any sublicense; or (iv) the development, manufacture, promotion or sale of a Licensed Product by or on behalf of Durect, its Affiliates, any licensee and/or sublicensee after the termination of the license granted to Hospira under this Agreement.

Indemnification by DURECT. Durect shall indemnify, defend and hold Zogenix and its Affiliates, and their respective directors, officers, employees and agents (each a “Zogenix Related Party”) harmless from and against any and all damages, losses, judgments, penalties, fines, settlements, and Costs and expenses (including reasonable fees of attorneys and other professionals) (“Damages”) arising out of Third Party claims that result from: (i) any breach by Durect of this Agreement, including breach by Durect of its representations and warranties hereunder, (ii) the performance of the Durect Development Responsibilities by Durect, its Affiliates or designees, or (iii) Durect’s activities with respect to the Durect Technology, Joint Technology or Development Data outside the scope of this Agreement.