Common use of Indemnification by DURECT Clause in Contracts

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 DURECT hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Impax SANDOZ and its Affiliates, and its and their agents, directors, officers and employees (the “Impax SANDOZ 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 SANDOZ 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. DurectDURECT’s obligation to Indemnify the Impax SANDOZ Indemnitees pursuant to this Section 9.4 11.4(a) shall not apply to the extent that any such Losses (Ai) arise from any breach by SANDOZ of this Agreement, (ii) arise from the gross negligence or intentional misconduct of any Impax SANDOZ Indemnitee; , or (Biii) arise from any breach by Impax of this Agreementare Losses for which SANDOZ is obligated to Indemnify the DURECT Indemnitees pursuant to Section 11.4(b).

Indemnification by DURECT. Durect hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Impax Santen and its Affiliates, and its and their agents, directors, officers and employees (the “Impax Santen 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 Santen 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 [* * *], (ci) a breach of any of Durect’s obligationsrepresentations, representations warranties or covenants under Section 9.2, (ii) exercise of the licenses and warranties rights granted hereunder, by or under this Agreementauthority of Durect pursuant to Section 3.1.3, or (diii) the gross negligence or intentional misconduct of any Durect Indemnitee, or (iv) material breach of this Agreement by any Durect Indemnitee. Durect’s obligation to Indemnify the Impax Santen Indemnitees pursuant to this Section 9.4 9.4.1 shall not apply to the extent that any such Losses (Aa) arise from the gross negligence or intentional misconduct of any Impax Santen Indemnitee; or (Bb) arise from any breach by Impax Santen of this Agreement; or (c) are Losses for which Santen is obligated to Indemnify the Durect Indemnitees pursuant to Section 9.4.2.