Common use of Indemnification by Schering Clause in Contracts

Indemnification by Schering. Schering shall indemnify, defend and hold harmless Licensor and its Affiliates, and each of its and their respective employees, 32 106 officers, directors and agents (each, a "Licensor Indemnified Party") from and against any and all third party claims, demands, lawsuits, proceedings, settlement amounts, liability, loss, damage, cost, and expense (including reasonable attorneys' fees), (collectively, a "Liability") which may be asserted against the Licensor Indemnified Party or which the Licensor Indemnified Party may incur, suffer or be required to pay resulting from or arising out of (i) the discovery, development, manufacture, promotion, distribution, use, testing, marketing, sale or other disposition of Licensed Compound and/or Licensed Product(s) by Schering, its Affiliates or Sublicensees (including without limitation any personal injury, death, or other injuries suffered by users of Licensed Compound or Licensed Product), or (ii) the breach by Schering of any covenant, representation or warranty contained in this Agreement; or (iii) the successful enforcement by a Licensor Indemnified Party of its rights under this Section 7.1. Notwithstanding the foregoing, Schering shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensor Indemnified Party with respect to any Liability which results from the willful misconduct or negligent acts or omissions of Licensor, its Affiliates, or any of their respective employees, officers, directors or agents.

Indemnification by Schering. Schering shall indemnify, defend --------------------------- and hold harmless Licensor Zonagen and its Affiliates, and each of its and their respective employees, 32 106 officers, directors and agents (each, a "Licensor Zonagen Indemnified Party") from and against any and all third party claims, demands, lawsuits, proceedings, settlement amounts, liability, loss, damage, cost, and expense (including reasonable attorneys' fees), subject to the limitations in Section 11.5 (collectively, a "Liability") which may be asserted against the Licensor Indemnified Party or which the Licensor Zonagen Indemnified Party may incur, suffer or be required to pay resulting from or arising out of in connection with (i) the discoverybreach by Schering of any covenant, development, manufacturerepresentation or warranty contained in this Agreement (ii) the Manufacture, promotion, distribution, use, testing, marketing, sale or other disposition of Licensed Compound Compounds and/or Licensed Product(s) Products by Schering, its Affiliates or Sublicensees (including without limitation any personal injury, death, sublicensees or other injuries suffered clinical trails conducted by users or on behalf of Schering on a Licensed Compound or Licensed Product), or (ii) the breach by Schering of any covenant, representation or warranty contained in this Agreement; Product or (iii) the successful enforcement by a Licensor Zonagen Indemnified Party of its rights under this Section 7.111.1. Notwithstanding the foregoing, Schering shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensor Zonagen Indemnified Party with respect to any Liability claims, demands, costs or judgments which results result from the willful misconduct or negligent acts or omissions of LicensorZonagen, its Affiliates, or any of their respective employees, officers, directors or agents.