Common use of Indemnification by Schering Clause in Contracts

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. (b) Schering also shall indemnify, defend and hold harmless each ICN Indemnified Party from and against any Liability which the ICN Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any negligent act or omission or willful misconduct of Schering (or any Affiliate thereof) in the manufacture, promotion or marketing of the Product or any other activity conducted by Schering under this Agreement after the Exclusive Period which is the proximate cause of injury, death or property damage to a third party.

Indemnification by Schering. (a) Schering shall indemnify, defend and hold harmless ICN Sequus and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "ICN Sequus 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 Section 8.5 (collectively, a "Liability") which the ICN Sequus 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 development, promotion, manufacture, marketing and or 52 58 sale of the Agreement 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, (iii) the activities of Sequus and/or Schering associated with the continued supply of Agreement Product as provided in Sections 8.8(a) or 8.8(c), (iv) the activities of Schering in the continued use of the Trademarks as provided in Section 10.4, or (iiiv) the successful enforcement by an ICN Sequus Indemnified Party of any of the foregoing. (b) Schering also shall indemnify, defend and hold harmless each ICN Sequus Indemnified Party from and against any Liability which the ICN Sequus Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any negligent act or omission or willful misconduct of Schering (or any Affiliate thereof) in the development, promotion, manufacture, promotion marketing or marketing sale of the Agreement Product or any other activity conducted by Schering under this Agreement after the Exclusive Period termination of this Agreement which is the proximate cause of injury, death or property damage to a third party.