Indemnification by Schering. (a) Schering shall indemnify, defend and hold harmless ICN and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "ICN Indemnified Party") from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys' fees), subject to the limitations in section 11.5 (collectively, a "Liability") which the ICN Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Schering of any covenant, representation or warranty contained in this Agreement, (ii) any negligent act or omission or willful misconduct of Schering (or any Affiliate thereof) in the promotion, marketing and sale of the Product or any other activity conducted by Schering under this Agreement which is the proximate cause of injury, death or property damage to a third party, or (iii) the successful enforcement by an ICN Indemnified Party of any of the foregoing.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Icn Pharmaceuticals Inc), Exclusive License and Supply Agreement (Ribapharm Inc), Stock Purchase Agreement (Icn Pharmaceuticals Inc)
