Common use of Indemnification by ICN Clause in Contracts

Indemnification by ICN. ICN will at all times, during and after the Term, indemnify, defend and hold harmless Metabasis, its Affiliates, and its directors, officers, employees, and agents against any and all claims, demands, actions and liabilities, including reasonable attorneys' fees and costs (collectively, CLAIMS), arising out of or relating to (i) any breach of any representation, warranty or covenant of ICN under this Agreement or (ii) the possession, storage, transport, manufacture, use, administration, sale, distribution or other disposition of the Licensed Compound or Products by or on behalf of ICN or its Affiliates or Sublicensees. This indemnity obligation will not apply to: (a) any Claim indemnifiable by Metabasis under Section 10.2; or (b) to the extent that any claim, loss, damage, liability or Third Party claim or suit is the result of any grossly negligent act or willful misconduct of Metabasis, its Affiliates, or its Sublicensees, or their directors, officers, employees or agents.