Common use of Indemnification by Xxxxxx Clause in Contracts

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend, indemnify and hold SuperGen, its directors, officers and employees, and SuperGen Sales Representatives (collectively the "SuperGen Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from: (a) Xxxxxx'x breach of any representation, warranty, covenant, or obligation provided for in this Agreement; (b) an infringement claim arising from SuperGen's use of the Xxxxxx name or logo in connection with the promotion or sale of the Product, provided SuperGen's use is in compliance with the terms of this Agreement; (c) the negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx, its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or (d) any patent infringement claim arising from Xxxxxx'x or its Affiliates' or permitted sublicensee's (A) utilization of process technology for the manufacture of the Product which has not been approved by SuperGen or (B) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Indemnitee including, but not limited to, off-label promotion of the Product; and/or (B) any breach by SuperGen of this Agreement.

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx XXXXXX shall defend, indemnify and ------------------------- hold SuperGenharmless ALZA and its officers, its directors, officers agents and employeesemployees (collectively, and SuperGen Sales Representatives (collectively the "SuperGen ALZA Indemnitees") harmless ), from and against any and all Losses incurred in connection with any Third Party suitsliability, claims loss, damages and expenses (including attorneys' fees) as a result of claims, demands, costs or CONFIDENTIAL TREATMENT REQUESTED causes of action judgments (collectively, the "Losses") arising out of or resulting from: (ai) Xxxxxx'x breach any negligent act or omission or willful misconduct of any representation, warranty, covenant, or obligation provided for in this Agreement; (b) an infringement claim arising from SuperGen's use of ABBOTT with respect to the Xxxxxx name or logo in connection with the co-promotion or sale of the Product, provided SuperGen's use is in compliance with the terms of this Agreement; (c) the negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx, its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or (dii) any patent infringement claim arising from Xxxxxx'x or its Affiliates' or permitted sublicensee's (A) utilization breach of process technology for the manufacture of the Product which has not been approved this Agreement by SuperGen or (B) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such countryABBOTT. Provided, however, that Xxxxxx ABBOTT shall not be required to indemnify the SuperGen ALZA Indemnitees to the extent that any Losses arise out of or result from: (A1) the negligence, recklessness recklessness, or willful misconduct of any SuperGen Indemnitee includingALZA Indemnitee, including but not limited to, offout-of-label promotion of the Product; and/or (B2) any breach by SuperGen ALZA of this Agreement. ABBOTT shall have the exclusive right to control the defense of any action which is to be indemnified in whole by ABBOTT hereunder, including the right to select counsel reasonably acceptable to ALZA to defend ALZA and to settle any claim, provided that, without the written consent of ALZA (which shall not be unreasonably withheld or delayed), ABBOTT shall not agree to settle any claim against ALZA. The provision of this Section shall survive and remain in full force and effect after termination, expiration or cancellation of this Agreement.

Indemnification by Xxxxxx. Except as may be otherwise provided herein, (a) Xxxxxx shall defend, indemnify and hold SuperGenharmless Tutogen and its Affiliates and their respective shareholders, its directors, officers officers, employees and employees, and SuperGen Sales Representatives (collectively the "SuperGen Indemnitees") harmless agents from and against any and all Losses liabilities, damages, losses, penalties, fines, costs and expenses, including reasonable attorneys' fees, paid or incurred by them in connection with any Third Party suits, claims Claim based upon or CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of from: (i) any facts or resulting from: (a) Xxxxxx'x circumstances that would constitute a breach by Xxxxxx of any representationof its representations, warranty, covenant, warranties or obligation provided for in obligations under this Agreement;; (ii) any violation by Xxxxxx of Applicable Laws or (iii) any negligent or more culpable act or omission of Xxxxxx or its Affiliates or Marketing Partners or any of their respective employees or agents relating to the activities subject to this Agreement. (b) an infringement claim arising from SuperGen's use Tutogen shall give Xxxxxx prompt written notice of any Claim with respect to which Xxxxxx'x indemnification obligations may apply, but any delay or failure of such notice shall not excuse Xxxxxx'x indemnification obligations except to the extent that Xxxxxx'x legal position is prejudiced thereby. Xxxxxx shall have the right to assume and control the defense and settlement of any such Claim; except that Tutogen shall have the right to assume and control, at Xxxxxx'x expense, the defense and settlement of any such Claim if: (i) Tutogen reasonably determines that there is a conflict of interest between Xxxxxx and Tutogen with respect to such Claim; (ii) Xxxxxx fails to employ counsel reasonably satisfactory to Tutogen to represent Tutogen within a reasonable time after Xxxxxx'x receipt of notice of the Xxxxxx name Claim or logo (iii) in connection the reasonable opinion of counsel to Tutogen, the Claim could result in Tutogen becoming subject to injunctive or other non-monetary relief that could have a material adverse effect on Tutogen's ongoing business. The Party not controlling the defense shall have the right to participate in the Claim at its own expense, but in any event shall cooperate with the promotion or sale controlling Party in the investigation and defense of the Product, provided SuperGen's use is in compliance with the terms of this Agreement;Claim. (c) the negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or If Xxxxxx Sales Representatives, including, but not limited is entitled to, product liability claims arising out and does, assume and control the defense and settlement of off-label promotions by Xxxxxxany Claim with respect to which its indemnification obligations apply, its Affiliatesthen Xxxxxx shall not settle such Claim without Tutogen's prior written consent (which consent shall not be unreasonably withheld or delayed), their directors, officers or employees, or Xxxxxx Sales Representatives; or unless (di) any patent infringement claim arising from Xxxxxx'x or its Affiliates' or permitted sublicensee's (A) utilization of process technology for the manufacture of the Product which has not been approved by SuperGen or (B) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product sole relief provided in such country should settlement is monetary in nature and shall be terminated because paid in full by Xxxxxx and (ii) such further sale settlement does not include any finding or Promotion would constitute willful infringement admission of a valid violation by Tutogen of any Applicable Laws or Third Party's rights. Whenever Tutogen assumes and issued patent in such country. Providedcontrols the defense and settlement of a Claim with respect to which Xxxxxx'x indemnification obligations apply, however, that Xxxxxx shall not be required to indemnify the SuperGen Indemnitees liable for any settlement thereof effected by Tutogen unless Tutogen shall have obtained Xxxxxx'x prior written consent to the extent that any Losses arise out of proposed settlement (which consent shall not be unreasonably withheld or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Indemnitee including, but not limited to, off-label promotion of the Product; and/or (B) any breach by SuperGen of this Agreementdelayed).

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend, indemnify and hold SuperGen, its directors, officers and employees, and SuperGen Sales Representatives (collectively the "SuperGen Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or 50 <PAGE> CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from: : (a) Xxxxxx'x breach of any representation, warranty, covenant, or obligation provided for in this Agreement; ; (b) an infringement claim arising from SuperGen's use of the Xxxxxx name or logo in connection with the promotion or sale of the Product, provided SuperGen's use is in compliance with the terms of this Agreement; ; (c) the negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx, its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or or (d) any patent infringement claim arising from Xxxxxx'x or its Affiliates' or permitted sublicensee's (A) utilization of process technology for the manufacture of the Product which has not been approved by SuperGen or (B) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Indemnitee including, but not limited to, off-label promotion of the Product; and/or (B) any breach by SuperGen of this Agreement.

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend, indemnify and hold SuperGenTriangle, all of its directors, officers and employees, and SuperGen Triangle Sales Representatives (collectively the "SuperGen Triangle Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from:: *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ai) Xxxxxx'x breach of any representation, warranty, covenant, or other obligation provided for in this Agreement; (bii) an An infringement claim arising from SuperGenTriangle's use of the Xxxxxx name or logo or the Xxxxxx Trademarks in connection with the promotion or sale of the ProductProducts, provided SuperGenTriangle's use is in compliance with the terms of this Agreement; (ciii) The manufacture, promotion, marketing, sale or use of the Products; (iv) The negligence, recklessness or willful misconduct of Xxxxxx, Xxxxxx and its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx*** , its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or; (dv) any Any patent infringement claim arising from Xxxxxx'x the use or its Affiliates' or permitted sublicensee's (A) utilization of process technology for the manufacture of the Product which has not been approved by SuperGen or (B) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such countryProduct. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Triangle Indemnitees to the extent that any Losses arise out of or result from: (A1) the negligence, recklessness or willful misconduct of any SuperGen Indemnitee of the Triangle Indemnitees, including, but not limited to, offout-of-label promotion of the ProductProducts; and/or and or (B2) any breach by SuperGen Triangle of this Agreement. Triangle shall not be considered negligent for purposes of this Section 12.1 if such claim arises with respect to the content of the Promotional Materials, Product labeling or other materials provided to Triangle by Xxxxxx as long as Triangle has distributed or employed such Promotional Materials or other such materials as directed herein. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend, indemnify and hold SuperGenTriangle, its directors, officers and employees, and SuperGen Triangle Sales Representatives and the Triangle Licensors (collectively the "SuperGen Triangle Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from: (ai) Xxxxxx'x breach of any representation, warranty, covenant, or other obligation provided for in this Agreement; (bii) an An infringement claim arising from SuperGenTriangle's use of the Xxxxxx name or logo in connection with the promotion or sale of the ProductProducts, provided SuperGenTriangle's use is in compliance with the terms of this Agreement; (ciii) the The gross negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx***, its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or (div) any Any patent infringement claim arising from Xxxxxx'x or its Affiliates' Affiliates or permitted sublicensee's (A) utilization of process technology for the manufacture of *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Product Commission. Products which has not been approved by SuperGen Triangle or (B) continued Promotion in a country after receipt of notice from SuperGen Triangle indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Triangle Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Triangle Indemnitee including, but not limited to, offout-of label promotion of the ProductProducts; and/or (B) any breach by SuperGen Triangle of this Agreement.

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend, indemnify and hold SuperGenTriangle, its directors, officers and employees, and SuperGen Triangle Sales Representatives and the Triangle Licensors (collectively the "SuperGen Triangle Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from: (ai) Xxxxxx'x breach of any representation, warranty, covenant, or other obligation provided for in this Agreement; (bii) an An infringement claim arising from SuperGenTriangle's use of the Xxxxxx name or logo in connection with the promotion or sale of the ProductProducts, provided SuperGenTriangle's use is in compliance with the terms of this Agreement; (ciii) the The gross negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability *** claims arising out of off-label promotions *** by Xxxxxx, its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or (div) any Any patent infringement claim arising from Xxxxxx'x or its Affiliates' Affiliates or permitted sublicensee's (A) utilization of process technology for the manufacture of *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Product Commission. Products which has not been approved by SuperGen Triangle or (B) continued Promotion in a country after receipt of notice from SuperGen Triangle indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Triangle Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Triangle Indemnitee including, but not limited to, offout-of label promotion of the ProductProducts; and/or (B) any breach by SuperGen Triangle of this Agreement.

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend, indemnify and hold SuperGen, its directors, officers and employees, and SuperGen Sales Representatives (collectively the "SuperGen Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from: (a) Xxxxxx'x breach of any representation, warranty, covenant, or obligation provided for in this Agreement; (b) an infringement claim arising from SuperGen's use of the Xxxxxx name or logo in connection with the promotion or sale of the Product, provided SuperGen's use is in compliance with the terms of this Agreement; (c) the negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx, its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or (d) any patent infringement claim arising from Xxxxxx'x or its Affiliates' or permitted sublicensee's (A) utilization of process technology for the manufacture of the Product which has not been approved by SuperGen or (B) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Indemnitee including, but not limited to, off-label promotion of the Product; and/or (B) any breach by SuperGen of this Agreement[__________________________].