Indemnification by DPT Clause Samples

Indemnification by DPT. DPT agrees to defend, indemnify and hold harmless COMPANY, its employees, officers, directors and representatives from and against any third-party claims, losses, damages or expenses, including reasonable attorneys’ fees paid or incurred by any of them (collectively, “Claims”) up to the extent of insurance coverage as required under Section 9.2 and arising out of: (a) DPT’s failure to comply with its obligations under this Agreement, which were within its control; except to the extent that such Claims arise out of the gross negligence or willful misconduct of COMPANY, (b) the infringement of any third-party rights in the course of performing the Services, other than infringement by the use of any formula, component, art work or process provided by COMPANY to DPT.

Indemnification by DPT. Subject to SECTION 7.6 above, DPT will indemnify and hold Connetics harmless against any and all liability, damage, loss, cost, or expense (including reasonable attorney's fees) resulting from any third party claims made or suits brought against Connetics which arise from DPT's breach of its warranties set forth in Article VII of this Agreement, provided such sum does not exceed available insurance coverage.

Indemnification by DPT. DPT hereby agrees, at its sole cost and expense, to defend, hold harmless and indemnify, to the extent permitted by Applicable Law, (collectively, “Indemnify”) COMPANY and its Affiliates and their respective directors, officers and employees of such Persons and the respective successors and assigns of any of the foregoing (the “COMPANY Indemnitees”) from and against any and all liabilities, damages, penalties, fines, costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Liabilities”) resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”) against any COMPANY Indemnitee and arising from or occurring as a result of: (a) any material breach of any of DPT’s obligations, representations, warranties or covenants under this Agreement; or (b) the negligence or willful misconduct of a DPT Indemnitee. DPT’s obligations to Indemnify COMPANY Indemnitees pursuant to this Section 11.1.1 shall not apply to the extent any such Liabilities are the result of a material breach by COMPANY of its obligations, representations, warranties or covenants under this Agreement or any COMPANY Indemnitee’s gross negligence or willful misconduct. Notwithstanding the foregoing, under no circumstances shall DPT have any responsibility for product liability or personal injury claims of such third parties which arise from the sale, marketing, promotion, distribution or any use of Product which meets the Specifications.

Indemnification by DPT. DPT agrees to indemnify COMPANY, its employees, officers, directors and representatives for any third party claims arising out of DPT's failure to comply with its obligations under the Project Protocol which are within its control, and provided such claim does not exceed the amount of insurance coverage required under Section 12.2.

Indemnification by DPT. Subject to paragraph 7.6 above, DPT will indemnify, defend and hold SERENITY harmless against any and all liability, damage, loss, cost, or expense (including reasonable attorney's fees) resulting from any third party claims made or suits brought against SERENITY to the extent arising from DPT's breach of this Agreement, including without limitation, its warranties set forth in Section VII hereof, and/or the negligence or willful misconduct of DPT, its officers, directors, employees, agents or other representatives in connection with this Agreement. Notwithstanding the foregoing, under no circumstances shall DPT have any responsibility for product liability or personal injury claims of such third parties which arise from the sale, distribution or any use of Product which meets the Specifications or otherwise covered by SERENITY's indemnity obligations under this Agreement.

Indemnification by DPT. DPT will indemnify, defend, and hold AUXILIUM, its respective directors, officers, agents, and employees harmless against any and all Losses resulting from any third party Claims made against AUXILIUM resulting or otherwise arising from, (i) a breach by DPT of its representations, warranties, covenants, or obligations pursuant to this Agreement, or (ii) DPT’s willful and gross negligence, unless such Loss is caused by the breach of Auxilium under this Agreement, up to the amount of insurance coverage as provided for herein in Section 11.2.