Indemnification by Shore Clause Samples

Indemnification by Shore. Subject to Section 11.4, Shore agrees to indemnify, defend and hold harmless the Santarus Indemnitees from and against any Losses arising out of any Claims brought against any Santarus Indemnitee by a Third Party to the extent resulting directly or indirectly from (a) any Product Agreement assumed by Santarus pursuant to Section 2.1(d) to the extent arising from activities prior to the Effective Date, (b) any Product Agreement not assumed by Santarus pursuant to Section 2.1(d), (c) the Development, Manufacturing, use or Commercialization of Licensed Products prior to the Effective Date; (c) any material breach by Shore or CHRP of any of their respective representations, warranties, covenants or obligations under any agreement related to the Licensed Technology, Shore Technology or Shionogi Technology to which CHRP or Shore are party, including the Upstream Agreements, other than the Assigned Rights; (d) any product liability claim made with respect to the Licensed Products (including the Inventory) Manufactured or Commercialized prior to the Effective Date; (e) the negligence or willful misconduct of the CHRP Indemnitees or the Shore Indemnitees; (f) any material breach by Shore of any of its representations, warranties, covenants or obligations pursuant to this Agreement, the Impax Settlement Agreement, or the Impax Sublicense Agreement (other than the Assigned Rights), including any failure to satisfy any Excluded Liabilities or Obligations; or (g) the performance of obligations by Shore or CHRP under any agreement between CHRP and Shore, except to the extent such Losses result from activities for which Santarus must indemnify the LifeCycle Indemnitees, CHRP Indemnitees and/or Shore Indemnitees pursuant to Section 11.1. For clarity, Santarus shall be solely responsible for its legal costs and expenses related to the Impax Litigation, if any.