Common use of Indemnification by Rhythm Clause in Contracts

Indemnification by Rhythm. Subject to Sections 10. 3, 10.4 and 10.5, Rhythm shall indemnify, defend and hold harmless Camurus, its Affiliates, and its and their respective, directors, officers, employees and agents (collectively, the “Camurus Indemnified Party”) against any and all claims, liabilities, losses, damages, costs or expenses, including reasonable attorneys’ fees, arising out of any claim or action brought by a Third Party (collectively, “Losses”) incurred or suffered by the Camurus Indemnified Party to the extent arising out of or caused by: (i) the development, use, manufacture distribution, marketing, promotion or sale of Product by or on behalf of Rhythm or its Affiliates or Sublicensees in the Territory (including without limitation any claims based upon product liability and any claims arising from Camurus or its Affiliates provision of services under the Agreement); or (ii) the breach by Rhythm of one or more of its representations, warranties or other obligations under this Agreement; provided, however, that Rhythm shall not be required to indemnify, hold harmless or defend any Camurus Indemnified Party against any claim brought pursuant to Section 10.2(i) or (ii) to the extent that Camurus has an obligation to indemnify the Rhythm Indemnified Parties under Section 10.2 (i) or (ii).