By EAGLE Clause Samples
By EAGLE. EAGLE shall defend, indemnify and hold ▇▇▇▇▇▇, ROBERT’S AFFILIATES, and the respective shareholders, directors, officers, employees and agents of each of the foregoing (each, a “▇▇▇▇▇▇ INDEMNITEE”) harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs of investigation and litigation, regardless of outcome) resulting from all CLAIMS to the extent arising from: (a) the breach of any representation, warranty, covenant or material obligation of EAGLE under this AGREEMENT; or (b) the negligence, recklessness or willful misconduct of EAGLE or its LICENSEES or any of their respective THIRD PARTY agents or subcontractors in the performance of its or their obligations under this AGREEMENT, except in each case to the extent such claim, demand, action or proceeding arises from ROBERT’S material breach of this AGREEMENT or the negligence, recklessness or willful misconduct of a ▇▇▇▇▇▇ INDEMNITEE.
By EAGLE. Eagle shall indemnify and hold harmless MDCO and its Affiliates, and MDCO’s and its Affiliates’ directors, officers, employees and agents, from and against all Losses resulting from any Claims by any Third Party to the extent resulting from (a) the breach of any representation, warranty or covenant by Eagle under this Agreement or Eagle’s gross negligence or willful misconduct; (b) the development, Manufacture, use, handling, storage or other Exploitation of Products by or on behalf of Eagle, its Affiliates, licensees, Sublicensees, Distributors, customers or end-users (other than MDCO, its Affiliates, Distributors and Sublicensees); and (c) the use by Eagle of the Confidential Information of MDCO other than as permitted herein.
By EAGLE. If Cephalon elects not to settle, defend or bring any action for infringement described in Section 10.4.1 within [ * ] after becoming aware of such suspected infringement or action or proceeding (and in all events at least [ * ]), then Eagle may defend or bring such action, or substitute as a party in an existing action brought by Cephalon, at Eagle’s own expense, in its own name and entirely under its own direction and control, including the right to settle any such action, subject to the following: (a) Cephalon will reasonably assist Eagle in any action or proceeding being defended or prosecuted if so requested, and will join such action or proceeding if requested by Eagle, and (b) Cephalon will have the right to participate in any such action or proceeding with its own counsel at its own expense and without reimbursement. For purposes of this Agreement, “▇▇▇▇▇-▇▇▇▇▇▇ Time Period” means the applicable period of time during which a patent holder or licensee has the right to file an infringement suit to maintain certain rights and privileges upon receipt of Paragraph IV Patent Certification by a Third Party filing an Abbreviated New Drug Application or an application under § 505(b)(2) of the United States Food, Drug, and Cosmetic Act (as amended), or any other similar patent certification by a Third Party, or any foreign equivalent thereof.