Triangle's Indemnification. Subject to compliance by the Indemnitees with their obligations set forth in Section 11.4, Triangle shall indemnify and hold the Indemnitees harmless from and against any and all Liabilities which Indemnitees may suffer, pay or incur as a result of or in connection with: (a) any and all personal injury (including death) and property damage caused or contributed to, in whole or in part, by the manufacture, testing, design, use, labeling, sale, distribution, promotion of any Licensed Products by Triangle or Triangle's Affiliates or Sublicensees, (b) any breach by Triangle of its representations, warranties and covenants contained in this Agreement. Triangle's obligations under this Article shall survive expiration or termination of this Agreement for any reason. Any provision of this Article 11 to the contrary notwithstanding, with respect to any claim for indemnification made by any Indemnitee under subsection (a) above involving the co-administration of a Licensed Product and one or more products marketed, sold, promoted or distributed by GW, Triangle shall have no obligations or liabilities to GW and its Affiliates under this Article 11 unless and until (and only to the extent) that there is a judicial determination (unappealable or unappealed within the time allowed for appeal) or agreement between the Indemnitee and Triangle that the liabilities for which indemnification is being sought were caused by, or contributed to, by the manufacture, testing, design, use, labeling, sale, distribution or promotion of any Licensed Products by Triangle or its Affiliates or Sublicensees.
Appears in 2 contracts
Sources: Exclusive License Agreement (Triangle Pharmaceuticals Inc), Exclusive License Agreement (Triangle Pharmaceuticals Inc)