Common use of Xxxx Indemnity Clause in Contracts

Xxxx Indemnity. Xxxx shall indemnify, defend and hold harmless Corium and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees and the cost of any recalls) incurred by or rendered against Corium, or its Affiliates, employees or directors in any Third Party claim made or suit brought that is (i) based on damages resulting from the clinical testing, use or sale of the Product, or (ii) an allegation that the Product, or any part thereof, infringe or violate any patent, copyright or trademark of a third party or misappropriate any trade secret of a third party (other than misappropriations of which Corium knew or reasonably should have known); except to the extent that such claim or suit is based on Corium’s breach of its representations or warranties under this Agreement. Corium shall give prompt written notice of any such claim or suit, and Xxxx shall undertake the defense thereof. Corium shall cooperate in such defense, to the extent reasonably requested by Corium, at Xxxx’x expense. Corium shall have the right to participate in such defense, at its own expense, to the extent that in its judgment Corium may be prejudiced thereby. In any claim made or suit brought for which Corium seeks indemnification under this Section 11.2, neither Party shall settle, offer to settle, or admit liability or damages without the prior written consent of the other Party.

Xxxx Indemnity. Xxxx shall indemnify, defend and hold harmless Corium and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees and the cost of any recalls) incurred by or rendered against Corium, or its Affiliates, employees or directors in any Third Party claim made or suit brought that is (i) based on damages resulting from the clinical testing, use or sale of the Product, or (ii) an allegation that the ProductProducts, or any part thereof, infringe or violate any patent, copyright or trademark of a third party or misappropriate any trade secret of a *Confidential Treatment Requested. third party (other than misappropriations of which Corium knew or reasonably should have known), or (iii) results from Xxxx’x negligence or Xxxx’x breach of its obligations pursuant to this Agreement; except to the extent that such claim or suit is based on Corium’s breach of its representations or warranties under this Agreement. Corium shall give prompt written notice of any such claim or suit, and Xxxx shall undertake the defense thereof. Corium shall cooperate in such defense, to the extent reasonably requested by Corium, at Xxxx’x expense. Corium shall have the right to participate in such defense, at its own expense, to the extent that in its judgment Corium may be prejudiced thereby. In any claim made or suit brought for which Corium seeks indemnification under this Section 11.212.2, neither Party shall settle, offer to settle, or admit liability or damages without the prior written consent of the other Party.