Common use of Indemnification by Eagle Clause in Contracts

Indemnification by Eagle. Eagle will indemnify and hold harmless Sandoz, its Affiliates, and each of their respective current or former directors, officers, employees, agents and representatives (the “Sandoz Indemnified Parties”) from and against any and all damages, liabilities, claims, costs, charges, judgments and expenses (including all reasonable attorneys’ fees and expenses) (collectively “Damages”) from third parties that may be sustained, suffered or incurred by the Sandoz Indemnified Parties, arising from or in connection with (i) the breach by Eagle of any warranty, representation, covenant or agreement made by Eagle in this Agreement, or (ii) the intentional misconduct or gross negligence of any Eagle Indemnified Party in connection with this Agreement or the AG Product, or (iii) a breach of Eagle’s responsibilities pursuant to the Quality Agreement as provided for in Section 6.1, or (iv) Eagle’s (or any of Eagle’s Affiliates’) and/or the Eagle Branded Product Distributor’s distribution, marketing or sales activities related to the Eagle Branded Product, or (v) [*], or (vi) Eagle or any of Eagle’s subsidiaries’ infringement of the intellectual property rights of a third party where such alleged [*], except, in the case of clauses (i)-(vi) immediately above, for Damages for which Sandoz has an obligation to indemnify the Eagle Indemnified Parties pursuant to Section 15.2 as to which Damages each of Eagle and Sandoz shall indemnify the other party to the extent of its respective liability for such Damages.