Indemnification by Senetek. Senetek shall defend, indemnify, and hold harmless Licensee, its officers, agents, employees and affiliates from any Claims arising out of or related to a breach or alleged breach of any representation, warranty, or covenant made by Senetek herein, except insofar as such claims are related to or arise from Licensee’s negligence or breach of any representation, warranty or covenant made by Licensee under this Agreement.
Indemnification by Senetek. Senetek shall indemnify Panion and defend and hold Panion and Panion's officers, directors, employees and agents harmless from any and all liability, damage, loss, costs or expenses, including reasonable attorneys' fees, resulting from claims made by any person in connection with the use of the kinetin compound and/or Finished Products to the extent such claims arise out of the negligence or willful misconduct of, or breach of any of its representations, warranties or covenants in this Agreement by, Senetek.
Indemnification by Senetek. Senetek shall indemnify, defend and hold harmless Valeant and its Affiliates and their respective officers, directors, agents, and employees (collectively, the “Valeant Indemnitees”) from and against any and all losses, liabilities, claims, damages (including consequential damages), expenses (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value (collectively, “Losses”) to the extent that such Valeant Losses are based on, result from or arise in connection with the breach of any representation or warranty made by Senetek in this Agreement or any failure of Senetek to duly perform or observe any provision, obligation, covenant or agreement to be performed or observed by Senetek pursuant to this Agreement; provided, however, that Senetek shall not be obligated to indemnify, defend or hold harmless any Valeant Indemnitee under this Section 9.1 for any Losses incurred by a Valeant Indemnitee to the extent such Losses arise out of or are attributable to: (a) any act or omission by a Valeant Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Valeant Indemnitee, (b) the breach of any representation or warranty made by Valeant in this Agreement, or (c) any failure of Valeant to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Valeant pursuant to this Agreement.
Indemnification by Senetek. Senetek shall indemnify Shaklee, defend and hold Shaklee and Shaklee's officers, directors, employees and agents harmless from any and all liability, damage, loss, costs or expenses, including reasonable attorneys' fees, resulting from claims made by any person in connection with the use of the kinetin compound, Eye Gel, and/or Finished Products to the extent such claims arise out of the negligence, willful misconduct of, or breach of any of the terms of this Agreement by, of Senetek.
Indemnification by Senetek. Senetek shall defend, indemnify, and hold harmless Licensee, its officers, members, agents, employees and Affiliates and any sub distributors or sublicensees (the “Licensee Indemnitees”) from any Claims in connection with any third party claim arising out of or related to: (i) a breach or alleged breach of any representation, warranty, covenant or other agreement made by Senetek herein, or (ii) assertion that the marketing, distribution, sale or use, in accordance with this Agreement, of any Product infringes the patents or other intellectual property rights of any third party (other than any such claims arising from Licensee’s use of any Trademark other than the Licensed Trademark), or (iii) Senetek's or its Affiliates’ or contractors’ negligence or willful misconduct in the performance of its obligations hereunder; except in the cases of each of the preceding clauses (i), (ii) and (iii), insofar as such claims are related to or arise from Licensee’s or its Affiliates or contractor’s negligence or willful misconduct, or breach of any representation, warranty, covenant or other agreement made by Licensee under this Agreement.
Indemnification by Senetek. Senetek shall defend, indemnify, and hold harmless USITC, its officers, agents, employees and affiliates from any Claims arising out of or related to any breach or alleged breach of any representation, warranty, or covenant made by Senetek herein or in the Assignments.
Indemnification by Senetek. Senetek shall defend, indemnify, and hold harmless Vivier, its officers, agents, employees and Affiliates from any Claims arising out of or related to a breach or alleged breach of any representation, warranty, or covenant made by Senetek herein or the marketing, sale or other use of Products marketed or sold by Senetek or its licensees, except insofar as any such Claim is related to or arises from Vivier's negligence or breach of any representation, warranty or covenant made by Vivier in this Agreement.
Indemnification by Senetek. Senetek shall defend, indemnify, and hold harmless Revlon, its officers, agents, employees and affiliates from any Claims arising out of or related to a breach or alleged breach of any representation, warranty, or covenant made by Senetek herein, except insofar as such claims are related to or arise from Revlon's negligence or breach of any representation, warranty or covenant made by Revlon under this Agreement.
Indemnification by Senetek. Senetek shall defend, indemnify, and hold harmless Enprani, its officers, agents, employees and affiliates from any Claims arising out of or related to (i) a breach or alleged breach of any representation, warranty or covenant made by Senetek herein or (ii) any claim by any person or entity other than Enprani or its Affiliates that the use of the Intellectual Property in Korea by Enprani in accordance with the terms of this Agreement infringes the rights of such person or entity, except with respect to either (i) or (ii) insofar as such claims arise from Enprani's negligence or breach of any representation, warranty or covenant made by Enprani in this Agreement, or any Claims in connection with its relationship and/or contract with OMP, Inc.; provided, however, that in the event of any claim of infringement or in the event Senetek reasonably believes such a claim is likely to be brought, then so long as Senetek shall undertake in writing to indemnify and hold harnl1ess Enprani from and against any damages payable as a result of infringement prior to the date of Senetek's indemnification undertaking, Senetek may at its sole election either (a) obtain such rights at its expense as are necessary to avoid such infringement, or (b) substitute non-infringing technology of substantially equivalent functionality or (c) terminate this Agreement upon written notice to Enprani and in the case of this clause (c), if Enprani elects by written notice to Senetek to re-sell to Senetek its inventory of Products, payment to Enprani of an amount equal to Enprani's actual direct production cost of any number of up to six months sales (measured according to the preceding six months sales) of Units held in inventory by Enprani.
Indemnification by Senetek. Senetek shall indemnify and hold Ranbaxy and its directors, officers, shareholders, employees, servants and agents harmless from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attorney’s fees and disbursements, but excluding any anticipated or actual lost profits or revenues or other special, indirect, incidental or consequential damages), resulting from (i) Senetek’s breach of this Agreement (including, without limitation, of the representations and warranties hereunder) or (ii) any Excluded Liability; except to the extent caused by Ranbaxy’s negligence or willful misconduct or its breach of this Agreement (including, without limitation, of the representations and warranties hereunder). Ranbaxy shall be entitled to set off against any amounts due and payable by it to Senetek hereunder any amounts which Senetek is contractually obligated to pay to Ranbaxy pursuant to this Section 8.2.
