Common use of Indemnification by Impax Clause in Contracts

Indemnification by Impax. Impax shall indemnify, defend and hold Wyeth, and its officers, directors, agents, employees, and Affiliates, harmless from any claims, damages, actions, liabilities, losses, costs and expenses, including attorneys’ fees incurred in defending against them, (hereinafter, “Claims’’) of a Third Party, which arise out of or in connection with (i) the breach by Impax, any Permitted Subcontractor or any of the Impax Personnel of any of Impax’s representations, warranties or obligations under this Agreement; (ii) any claims or cause of action brought by or on behalf of any of the Impax Personnel in connection with their employment (including, without limitation, the reassignment of any Impax PSR or other employee pursuant to Section 2.6.2 as a result of a product liability claim) or the performance of Impax’s obligations under this Agreement; (iii) any negligent or wrongful act or omission of Impax, any Permitted Subcontractor, any member of the Impax Sales Force or any other Impax Personnel; or (iv) a failure to comply with the PDMA or other Applicable Laws in its Detailing of the Product under this Agreement, including any off-label promotion of the Product or mishandling or improper distribution of Samples, except to the extent that such Claims are subject to indemnification by Wyeth pursuant to Section 8.2 below.