Common use of Endo Clause in Contracts

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.