Common use of Indemnification by PRONOVA Clause in Contracts

Indemnification by PRONOVA. PRONOVA shall defend the claim and indemnify and hold harmless RELIANT, its Affiliates, directors, officers, employees, representatives, consultants and agents (the “RELIANT Indemnitees”) from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) (collectively, “Losses”) for claims arising out of or resulting from any lawsuit, action, claim, demand or proceeding asserted against a RELIANT Indemnitee by any third party (other than a RELIANT Indemnitee) as a result of: (a) any negligent act or omission or intentional misconduct on the part of any PRONOVA Indemnitee relating to or in connection with the activities contemplated under this Agreement; (b) any breach of any representation, warranty, obligation or covenant of PRONOVA contained in this Agreement; (c) the design, formulation or manufacture, storage or handling of the API by or on behalf of any PRONOVA Indemnitee; (d) the commercialization or use of the API, an active pharmaceutical ingredient substantially similar to the API or any Other Products outside the Territory by or on behalf of any PRONOVA Indemnitee; or (e) any claim asserted by or on behalf of Xxxxxx related to the Xxxxxx Agreement; provided, however, that PRONOVA shall have no obligation to indemnify any RELIANT Indemnitee pursuant to this Section 16.1 to the extent that RELIANT is obligated to indemnify and hold harmless the PRONOVA Indemnitees for such Losses pursuant to Section 16.2 or to the extent that such Loss is the direct result of the gross negligence or intentional misconduct of any RELIANT Indemnitee.