Common use of Infinity Clause in Contracts

Infinity. Infinity shall indemnify and hold harmless Purdue and its Affiliates and their respective directors, officers, employees and agents (the “Purdue Indemnified Parties”) harmless from and against any Losses arising out of (i) any Third Party claims resulting from the breach by Infinity of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) any Third Party claims resulting from any negligent act or omission or willful misconduct of any Infinity Indemnified Parties or any Sublicensee or Service Provider of Infinity, in performing Infinity’s obligations or exercising Infinity’s rights under this Agreement, or (iii) except to the extent set forth in the Supply Agreement, any Third Party claim of personal injury or other product liability resulting from Opt-Out Products Commercialized by Infinity or its Affiliates or Sublicensees in the Territory. Notwithstanding the foregoing, Infinity shall not be responsible for the indemnification of any Purdue Indemnified Party: (A) to the extent that the Losses of such Purdue Indemnified Party were caused by the negligence or willful misconduct of such Purdue Indemnified Party, or (B) to the extent that the Losses of such Purdue Indemnified Party were caused by any breach by Purdue of its representations, warranties, covenants or obligations pursuant to this Agreement.

Infinity. Infinity shall indemnify and hold harmless Purdue MICL and its Affiliates and their respective directors, officers, employees and agents (the “Purdue MICL Indemnified Parties”) harmless from and against any Losses arising out of (i) any Third Party claims resulting from the breach by Infinity of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) any Third Party claims resulting from any negligent act or omission or willful misconduct of any Infinity Indemnified Parties or any Sublicensee or Service Provider of Infinity, in performing Infinity’s obligations or exercising Infinity’s rights under this Agreement or the Strategic Alliance Agreement, or (iii) except to the extent set forth in the Supply Agreement, any Third Party claim of personal injury or other product liability resulting from Opt-Out Products Developed, Manufactured or Commercialized by Infinity or its Affiliates or Sublicensees in the TerritorySublicensees. Notwithstanding the foregoing, Infinity shall not be responsible for the indemnification of any Purdue MICL Indemnified Party: (A) to the extent that the Losses of such Purdue MICL Indemnified Party were caused by the negligence or willful misconduct of such Purdue MICL Indemnified Party, or (B) to the extent that the Losses of such Purdue MICL Indemnified Party were caused by any breach by Purdue MICL of its representations, warranties, covenants or obligations pursuant to this Agreement.

Infinity. Infinity shall indemnify and hold harmless Purdue and its Affiliates and their respective directors, officers, employees and agents (the “Purdue Indemnified Parties”) harmless from and against any Losses arising out of (i) any Third Party claims resulting from the breach by Infinity of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) any Third Party claims resulting from any negligent act or omission or willful misconduct of any Infinity Indemnified Parties or any Sublicensee or Service Provider of Infinity, in performing Infinity’s obligations or exercising Infinity’s rights under this Agreement or the Strategic Alliance Agreement, or (iii) except to the extent set forth in the Supply Agreement, any Third Party claim of personal injury or other product liability resulting from Opt-Out FAAH Products Developed, Manufactured or Commercialized by Infinity or its Affiliates or Sublicensees in the TerritorySublicensees. Notwithstanding the foregoing, Infinity shall not be responsible for the indemnification of any Purdue Indemnified Party: (A) to the extent that the Losses of such Purdue Indemnified Party were caused by the negligence or willful misconduct of such Purdue Indemnified Party, or (B) to the extent that the Losses of such Purdue Indemnified Party were caused by any breach by Purdue of its representations, warranties, covenants or obligations pursuant to this Agreement.

Infinity. Infinity shall indemnify and hold harmless Purdue MICL and its Affiliates and their respective directors, officers, employees and agents (the “Purdue MICL Indemnified Parties”) harmless from and against any Losses arising out of (i) any Third Party claims resulting from the breach by Infinity of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the Safety Agreement, (ii) any Third Party claims resulting from any negligent act or omission or willful misconduct of any Infinity Indemnified Parties or any Sublicensee or Service Provider of Infinity, in performing Infinity’s obligations or exercising Infinity’s rights under this Agreement or the Safety Agreement, or (iii) except to the extent set forth in the Supply Agreement, any Third Party claim of personal injury or other product liability resulting from Royalty Bearing Products, In-Licensed Products, Infinity Assumed In-Licensed Products, Opt-Out Products or Terminated In-Licensed Products Commercialized by Infinity or its Affiliates or Sublicensees in the TerritorySublicensees. Notwithstanding the foregoing, Infinity shall not be responsible for the indemnification of any Purdue MICL Indemnified Party: (A) to the extent that the Losses of such Purdue MICL Indemnified Party were caused by the negligence or willful misconduct of such Purdue MICL Indemnified Party, or (B) to the extent that the Losses of such Purdue MICL Indemnified Party were caused by any breach by Purdue MICL of its representations, warranties, covenants or obligations pursuant to this Agreement or the Safety Agreement.