Common use of INDEMNIFICATION BY PERIMMUNE Clause in Contracts

INDEMNIFICATION BY PERIMMUNE. PerImmune will defend, indemnify and hold harmless Progenics against any and all claims, actions, liabilities, damages, losses, costs or expense (including reasonable attorneys' fees) including without limitation expenses of total or partial product recalls in connection with the manufacture, use or sale of Ganglioside Vaccines (i) based upon the gross negligence or willful misconduct of PerImmune or its employees arising out of the Manufacture or shipment of KLH Requirements by PerImmune or based upon a manufacturing defect in KLH Requirements manufactured by PerImmune; or (ii) the failure of PerImmune to comply with governmental regulations with respect to KLH, provided that Progenics or its Partners give PerImmune prompt notice thereof in writing, permits PerImmune to control the investigation, preparation and defense thereof (including any compromise or settlement thereof and any appeal) and provides reasonable assistance to PerImmune, at PerImmune's expense, in that regard.