Indemnification by Trius Sample Clauses

Indemnification by Trius. Trius hereby agrees to save, defend, indemnify and hold harmless Bayer, its Affiliates and their respective officers, directors, employees, consultants and agents (the “Bayer Indemnitees”), from and against any and all Losses to which any Bayer Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of Compound or Product by or on behalf of Trius or any of its Affiliates or licensees (excluding Bayer, its Affiliates and Sublicensees); (b) the gross negligence or willful misconduct of any Trius Indemnitee; or (c) the breach by Trius of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or