Common use of Indemnification by MGI Clause in Contracts

Indemnification by MGI. (a) MGI hereby indemnifies and holds harmless ILEX and its affiliates and their respective officers, directors, employees and agents (an ILEX Indemnified Party") from and against all liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of" (i) breach of any warranty, covenant or agreement of MGI contained in this Agreement; (ii) claims, suits or proceedings (a "Legal Action") brought by a third party alleging actual 11 negligence, gross negligence or willful misconduct of MGI or its sublicensees resulting in personal injury or death related to the use of any Product developed or marketed by MGI or its sublicensees. (b) Whenever an ILEX Indemnified Party becomes aware of a Legal Action as to which it believes it entitled to indemnification under this Article 9, such ILEX Indemnified Party shall give notice in writing to MGI in sufficient time so as not to materially and adversely prejudice MGI's fights with respect to such Legal Action, shall permit MGI to assume exclusive control of the defense or settlement of the matter, and shall provide, at the expense of MGI, all authority, information and assistance which MGI may reasonably request for purposes of such defense. If a single law firm engaged by MGI would be subject to any material conflict of interest in representing one or more of such Parties, MGI shall not be required to waive such conflict and may, instead, request separate representation by an independent law firm of the ILEX Indemnified Party at the expense of MGI. An ILEX Indemnified Party may engage its own counsel, at its own expense, to monitor the defense of any such matter. MGI will maintain general and products liability insurance with contractual liability coverage and limits of at least [**] Dollars ($ [**] ).

Indemnification by MGI. (a) MGI hereby indemnifies and holds harmless ILEX Schein and its affiliates and their respective officers, directors, employees and agents Affiliates (an ILEX a "Schein Indemnified Party") from and against all liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of" : (i) breach of any warranty, covenant or agreement of MGI contained in this Agreement; (ii) claims, suits or proceedings (a "Legal Action") brought by a third party alleging actual 11 arising out of the promotion of the Product by MGI hereunder, including, without limitation, the negligence, gross negligence or willful misconduct of MGI in connection with its promotion of the Product hereunder; or its sublicensees resulting in personal injury or death related to the use of any Product developed or marketed (ii) breach by MGI of its warranties, covenants or its sublicenseesagreements made herein or any misrepresentation by MGI in or in connection with this Agreement. (b) Whenever an ILEX a Schein Indemnified Party becomes aware of a Legal Action claim, suit or proceeding as to which it believes it is entitled to indemnification under this Article 910, such ILEX Schein Indemnified Party shall give notice in writing to MGI in sufficient time so as not to materially and adversely prejudice MGI's fights with respect to such Legal Action, shall permit MGI to assume exclusive control of the defense or settlement of the matter, and shall provide, at the expense of MGI, all authority, information and assistance which MGI may reasonably request for purposes of such defense; notwithstanding the foregoing, MGI shall not settle, offer to settle or admit liability in any claim, action, suit or proceeding in which it controls the defense if such settlement, offer or admission could impose any liability on Schein without the written consent of an officer of Schein, which consent will not be unreasonably withheld. If a single law firm engaged by MGI would be subject to any material conflict of interest in representing one or more of such Parties, MGI shall not be required to waive such conflict and may, instead, request separate representation of the Schein Indemnified Party by an independent law firm of the ILEX Indemnified Party at the expense of MGI. An ILEX A Schein Indemnified Party may engage its own counsel, at its own expense, to monitor the defense of any such matter. MGI will maintain general and products liability insurance with contractual liability coverage and limits of at least [**] Dollars ($ [**] ).

Indemnification by MGI. (a) MGI hereby indemnifies and holds harmless ILEX Dainippon, its Affiliates and its affiliates and their respective officers, directors, employees and agents permitted sublicensees (an ILEX a "Dainippon Indemnified Party") from and against all liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of" (i) breach of any warranty, covenant or agreement of MGI contained in this Agreement; (ii) claims, suits or proceedings (a "Legal Action") brought by a third party alleging wherein it is alleged that personal injury or death has resulted from any failure to the Bulk Drug Substance to meet the specifications therefor, including any such failure caused by the following: (a) alleged or actual 11 (i) negligence, gross negligence or willful misconduct of or attributable to MGI or its sublicensees resulting any MGI Affiliate in personal injury the manufacture of any Bulk Drug Substance; or death related (ii) failure of MGI or any MGI Affiliate to comply with any applicable laws, regulations and/or administrative decisions relating to the use of any Product developed or marketed by MGI or its sublicenseesProducts. (b) Whenever an ILEX a Dainippon Indemnified Party becomes aware of a Legal Action claim, suit or proceeding as to which it believes it is entitled to indemnification under this Article 99.0, such ILEX Indemnified Party it shall give notice in writing to MGI in sufficient time so as not to materially and adversely prejudice MGI's fights with respect to such Legal Action, shall permit MGI to assume exclusive control of the defense or settlement of the matter, and shall provide, at the expense of MGI, all authority, information and assistance which MGI may reasonably request for purposes of such defense. If a single law firm engaged by MGI would be subject to any material conflict of interest in representing one or more of such Parties, MGI shall not be required to waive such conflict and may, instead, request separate representation by an independent law firm of the ILEX Dainippon Indemnified Party at the expense of MGI. An ILEX A Dainippon Indemnified Party may engage its own counsel, at its own expense, to monitor the defense of any such matter. MGI will maintain general and products liability insurance with contractual liability coverage and limits of at least [**] Dollars ($ [**] ).