Endo. Endo shall defend EpiCept and its Affiliates at Endo's cost and expense, and will indemnify and hold EpiCept and its Affiliates and their respective directors, officers, employees and agents (collectively, the "EpiCept Indemnified Parties") harmless from and against any and all losses, costs, damages, fees or expenses (including reasonable attorneys' fees and expenses) ("Losses") incurred by any EpiCept Indemnified Party to the extent arising out of or resulting from (i) any material breach by Endo of any of its representations, warranties or obligations pursuant to this Agreement, (ii) any gross negligence or willful misconduct of Endo or its Affiliates or sublicensees, as applicable, in the exercise of any of their rights and/or the performance of any of their obligations under this Agreement or any sublicense agreement, as applicable, (iii) any liability or other claims arising from the manufacture, handling, packaging, storage, sale or other disposition of the Endo BP Product by Endo or any of its Affiliates or sublicensees, or (iv) any liability or other claims arising from the marketing of the LidoPAIN(R) BP Product by Endo or any of its Affiliates or sublicensees.
Endo. The Development and Marketing Strategic Alliance Agreement dated December 31, 2002 among Endo Pharmaceuticals, Inc., SkyePharma, Inc. and SkyePharma Canada Inc. shall have been terminated in accordance with the Termination Agreement with respect thereto substantially in the form of Exhibit F hereto and on the terms set forth Schedule 6.10(b) hereto.
Endo. Endo shall indemnify and hold harmless Zogenix, its Affiliates, its Contract Manufacturers, any present or future parent or subsidiary of them, and their respective officers, directors, employees, agents and Affiliates from and against any and all Losses incurred in investigating, preparing or defending (other than in a case where Endo timely assumes the defense pursuant to Section 10.3.2) any litigation commenced or threatened by a non-Affiliate third party, or any non-Affiliate third party claim whatsoever, and any and all amounts reasonably paid in settlement of any claim or litigation, any settlement payments first being subject to Endo’s prior consent (not to be unreasonably withheld), and further including out-of-pocket Costs in respect ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of any Product, including any Product subject to required recalls or withdrawals, as and when incurred; including, such Losses arise out of, are based upon, or are in connection with (i) the gross negligence or wilful misconduct of Endo, its Affiliates, sublicensees or distributors, (ii) any violation of Applicable Law by Endo or its Affiliates in the performance of any of Endo's rights or obligations under this Agreement (including failure to obtain any Marketing Authorizations required by Applicable Law) or in the Commercialization of the Product, (iii) the promotion, marketing, distribution, Commercialization and/or sale of any Product, whether directly or through Affiliates, sublicensees or distributors, (iv) any personal injury, product liability or property damage relating to the use, application, consumption, ingestion, misuse or abuse of any Product, or (v) the claimed infringement of any Third Party Intellectual Property Right relating to any Product; provided, further, that this obligation of indemnification by Endo under this Section 10.2 shall not apply to the extent that Zogenix is responsible for such Losses pursuant to Section 10.1 above or the Purchase Agreement or the License Agreement.
