Indemnification by KemPharm Sample Clauses
Indemnification by KemPharm. KemPharm shall defend, indemnify, and hold Company and its Affiliates and their respective officers, directors, employees, and agents, successors and assigns (the “Company Indemnitees”) harmless from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”) to which any Company Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (collectively, “Claims”) to the extent arising out of (a) the Development and manufacture of the Products by or on behalf of KemPharm (excluding Company, its Affiliates and its Sublicensees); (b) the breach of any of KemPharm’s representations, warranties or covenants set forth in Article 10; (c) the willful misconduct or negligent acts or omissions of any KemPharm Indemnitee; and (d) any Infringement Action. The foregoing indemnity obligation shall not apply to the extent that (i) the Company Indemnitees fail to materially comply with the indemnification procedures set forth in Section 11.3 and KemPharm’s defense of the relevant Claim is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity or occurrence for which Company is obligated to indemnify the KemPharm Indemnitees under Section 11.2.
Indemnification by KemPharm. KemPharm shall defend, indemnify, and hold KVK and its Affiliates and their respective officers, directors, employees, and agents (the “KVK Indemnitees”) harmless from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”) to which any KVK Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (collectively, “Claims”) arising out of, based on, or resulting from (a) the Development of Licensed Products in the Field in the Collaboration Territory by or on behalf of KemPharm, its Affiliates or KemPharm Partner(s) including, without limitation, the formulation of the Licensed Products or failure to warn regarding same, but excluding manufacture of said formulation or Licensed Products, (b) the breach of any of KemPharm’s obligations under this Agreement, including KemPharm’s representations and warranties set forth herein, (c) the willful misconduct or negligent acts of any KemPharm Indemnitee or KemPharm Partner(s) or such KemPharm Partner(s)’s respective officers, directors, employees, and agents, (d) any Infringement Actions. The foregoing indemnity obligation shall not apply to the extent that (i) the KVK Indemnitees fail to materially comply with the indemnification procedures set forth in Section 11.3 and KemPharm’s defense of the relevant Claim is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity or occurrence for which KVK is obligated to indemnify the KemPharm Indemnitees under Section 11.2.