Common use of Indemnification by InNexus Clause in Contracts

Indemnification by InNexus. InNexus agrees to defend, indemnify and hold Beglend and its directors, officers, employees and agents (the "Beglend Indemnified parties") harmless from and against any losses, costs, and damages, including reasonable costs and expenses arising out of the development, manufacture, use, sale or other disposition of any Product by InNexus, its Affiliates, licensees (other than Beglend), distributors, or representatives (if applicable), except to the extent that such losses, costs and damages are due to the negligence or wrongful acts or failures to act of Beglend, and (a) in the event of any such claim against the Beglend Indemnified parties by a third party, Beglend shall promptly notify InNexus in writing of the claim and InNexus shall undertake and shall solely manage and control, at its sole expense, the defense of the claim and its settlement; (b) the Beglend Indemnified parties shall cooperate with InNexus and may, at their option and expense, be represented in any such action or proceeding; (c) InNexus shall not be liable for any litigation costs or expenses incurred by the Beglend Indemnified parties without InNexus' written authorization; and (d) InNexus shall not settle any such claim against Beglend unless such settlement fully and unconditionally releases Beglend from all liability relating thereto, unless Beglend otherwise agrees in writing.

Indemnification by InNexus. InNexus INNEXUS agrees to defend, indemnify and hold Beglend CORIXA and its directors, officers, employees and agents (the "Beglend CORIXA Indemnified parties") harmless from and against any losses, costs, and damages, including reasonable costs and expenses arising out of the development, manufacture, use, sale or other disposition of any Product by InNexusINNEXUS, its Affiliates, licensees (other than BeglendCORIXA), distributors, or representatives (if applicable), except to the extent that such losses, costs and damages are due to the negligence or wrongful acts or failures to act of Beglend, and (a) in CORIXA. In the event of any such claim against the Beglend CORIXA Indemnified parties by a third party, Beglend CORIXA shall promptly notify InNexus INNEXUS in writing of the claim and InNexus INNEXUS shall undertake and shall solely manage and control, at its sole expense, the defense of the claim and its settlement; (b) the Beglend . The CORIXA Indemnified parties shall cooperate with InNexus INNEXUS and may, at their option and expense, be represented in any such action or proceeding; (c) InNexus . INNEXUS shall not be liable for any litigation costs or expenses incurred by the Beglend CORIXA Indemnified parties without InNexusINNEXUS' written authorization; and (d) InNexus . INNEXUS shall not settle any such claim against Beglend CORIXA unless such settlement fully and unconditionally releases Beglend CORIXA from all liability relating thereto, unless Beglend CORIXA otherwise agrees in writing.