Common use of Indemnification by Primary Clause in Contracts

Indemnification by Primary. Subject to Section 11.3, Primary hereby agrees to defend, indemnify and hold harmless Legacy and its Affiliates and each of their directors, officers, employees, agents, contractors, and other representatives (“Legacy Indemnitees”) from and against all Claims and all associated Losses, to the extent arising out of (I) Primary’s, its Affiliates’, any Primary Sublicensees’, or any Primary Representatives’ (i) negligence or willful misconduct in connection with this Agreement, (ii) breach of this Agreement, (iii) failure to comply with Applicable Laws in connection with this Agreement, or (iv) development, commercialization, manufacture, use, import, export, sale, marketing, or distribution of any VDC, CDC, or Primary Royalty Product or (II) any Third Party’s claim or allegation of infringement of its intellectual property rights by Primary’, its Affiliates’, Primary Sublicensees’, or any Primary Representative’s development, commercialization, manufacture, use, import, export, sale, marketing, or distribution of any VDC, CDC, or Primary Royalty Product, except to the extent such Losses result from any of the circumstances described in clause (I) or (II) of the first (1st) sentence of Section 11.1. For purposes of this Section 11, a “Primary Representative” means any officer, director, employee, contractor, agent, other representative, successor, or assign of Primary or any Affiliate thereof.