Common use of INDEMNIFICATION BY ICN Clause in Contracts

INDEMNIFICATION BY ICN. (a) ICN shall indemnify, defend and hold harmless Schering and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, an "Schering Indemnified Party") from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by ICN of any covenant, representation or warranty contained in this Agreement, (ii) any negligent act or omission or willful misconduct of ICN (or any Affiliate thereof) in providing the Know-How or in the manufacture, promotion, marketing or sale of the Product or any other activity conducted by ICN under this Agreement which is the proximate cause of injury, death or property damage to a third party, or (iii) the successful enforcement by an Schering Indemnified Party of any of the foregoing. (b) ICN also shall indemnify, defend and hold harmless each Schering Indemnified Party from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any negligent act or omission or willful misconduct of ICN (or any Affiliate thereof) in the manufacture, promotion or marketing of the Product or any other activity conducted by ICN under this Agreement after the Exclusive Period which is the proximate cause of injury, death or property damage to a third party.

INDEMNIFICATION BY ICN. (a) ICN shall indemnify, defend and hold harmless Schering and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, an "Schering Indemnified Party") from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by ICN of any covenant, representation or warranty contained in this Agreement, (ii) any negligent act or omission or willful misconduct of ICN (or any Affiliate thereof) in providing the Know-How or in the manufacture, promotion, marketing or sale of the Product or any other activity conducted by ICN under this Agreement which is the proximate cause of injury, death or property damage to a third party, or (iii) the successful enforcement by an Schering Indemnified Party of any of the foregoing.proximate (b) ICN also shall indemnify, defend and hold harmless each Schering Indemnified Party from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any negligent act or omission or willful misconduct of ICN (or any Affiliate thereof) in the manufacture, promotion or marketing of the Product or any other activity conducted by ICN under this Agreement after the Exclusive Period which is the proximate cause of injury, death or property damage to a third party.