Common use of Indemnification Scope Clause in Contracts

Indemnification Scope. Licensee hereby agrees to indemnify, defend and hold harmless each of Ocera and its officers, directors, employees and agents (for purposes of Section 11.1, each, an “Ocera Indemnitee”) from and against Losses resulting directly from Claims to the extent attributable to (A) Licensee’s breach of Section 10.4 or of its representations or warranties under this Agreement or (B) the discovery, development, manufacture, use, handling, storage, sale or other disposition of Compounds or Products by Licensee under this Agreement, including with respect to any Product recall or other regulatory issues. Licensee’s obligations under this Section 11.1(b)(i) shall not apply to the extent that any such Losses are attributable to (A) Ocera’s breach of Section 10.3 or its representations or warranties under this Agreement or (B) the negligence or willful misconduct of any Ocera Indemnitees.