Indemnification by Oculus Sample Clauses

Indemnification by Oculus. (a) Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Effective Date, Oculus shall indemnify, defend and hold harmless Ruthigen and its Affiliates, including each of their respective directors and officers, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Ruthigen Indemnitees”), from and against any and all direct losses of the Ruthigen Indemnitees relating to, arising out of or resulting from any of the following: (i) those certain agreements by and among Venture Lending & Leasing V, Inc., Venture Lending & Leasing VI, Inc. (collectively, the “Lenders”) and Ruthigen or those certain agreement by and among one or more of the Lenders and Oculus, and any legal, accounting, banking, processing, delivery or other fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) incurred by Ruthigen in connection with negotiation, payment, collection or enforcement of the foregoing (collectively, the “WTI Claims”). WTI Claims shall constitute Third Party Claims; and (ii) Any and all liabilities and related losses of the Ruthigen Indemnitees relating to, arising out of or resulting from a Third Party Claim.

Indemnification by Oculus. Oculus shall indemnify, defend, and hold Ruthigen, its Affiliates and their respective employees, directors, officers and agents (the “Ruthigen Indemnified Parties”) harmless from and against any and all Third Party Loss alleged against any of the Ruthigen Indemnified Parties by such Third Party as a result of (i) Oculus’ gross negligence or willful misconduct; or (ii) Oculus’ breach of Section 12.

Indemnification by Oculus. Oculus hereby agrees to save, defend and hold AmDerma and its Affiliates and their respective directors, officers, employees and agents (each, a "AmDerma Indemnitee") harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys' fees (collectively, "Losses"), to which any AmDerma Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise out of (a) the material breach by Oculus of any warranty, representation, covenant or agreement made by Oculus in this Agreement; (b) any and all Losses relating to the post Termination. Oculus continued Development and Commercialization; or (c) any Third Party intellectual property infringement or misappropriation claims allegations, investigations or demands to the extent arising from use of the Oculus Technology (as permitted by this Agreement and directly resulting from the implementation of the Development Plan) in the manufacture, marketing or distribution of the Product for use in the United States, except in the case of (b) and (c), above to the extent that such Losses result from: (a) product liability or personal injury claims relating to manufacturing and handling of commercial Product, including but not limited to source and supply of API or any formulation component, any stage of finished Product manufacturing, packaging, shipping and storage by AmDerma or any Third Party; (b) the negligence or willful misconduct of any AmDerma Indemnitee; (c) the breach by AmDerma of any warranty, representation, covenant or agreement made by AmDerma in this Agreement; or (d) AmDerma's separate Development of Product for Regulatory Approval and Commercialization outside the United States.