Common use of Inspire Clause in Contracts

Inspire. Inspire shall indemnify, defend and hold harmless InSite and its Affiliates and their respective directors, officers, employees and agents (the “InSite Indemnitees”) from and against any and all losses, costs, damages, liabilities fees or expenses (including reasonable attorney’s fees and expenses) (“Losses”) incurred in connection with or arising out of any Third Party claim, suit, action or proceeding (a “Third Party Claim”) against any InSite Indemnitees to the extent resulting from (i) the breach by Inspire of any of its representations, warranties, covenants or obligations under this Agreement or the Trademark License Agreement, (ii) any gross negligence or willful misconduct of Inspire in the exercise of any rights granted by InSite or the performance of any of Inspire’s obligations under this Agreement or the Trademark License Agreement, or (iii) the development, manufacture, sale or use of any Subject Product by Inspire or its Affiliates and sublicensees.

Inspire. Inspire shall indemnify, defend and hold harmless InSite Faes and its Affiliates and their respective directors, officers, employees and agents (the “InSite Faes Indemnitees”) from and against any and all losses, costs, damages, liabilities fees or expenses (including reasonable attorney’s fees and expenses) (“Losses”) incurred in connection with or arising out of any Third Party claim, suit, action or proceeding (a “Third Party Claim”) against any InSite Faes Indemnitees in the Inspire Territory to the extent resulting from (i) the breach by Inspire of any of its representations, warranties, covenants or obligations under pursuant to this Agreement or the Trademark License Agreement, (ii) any gross negligence or willful misconduct of Inspire or its Affiliate or sublicensee in the exercise of any of rights granted by InSite Faes or the performance of any of Inspire’s obligations under this Agreement or the Trademark License Agreement, or (iii) the development, manufacture, sale sale, promotion, marketing or use of any Subject Product Inspire Licensed Products in the Inspire Territory by Inspire or its Affiliates and or sublicensees.