By Corium. Corium agrees to defend, indemnify and hold Agile, its officers, employees and agents harmless from and against any and all losses, damages, fines, costs, claims, demands, judgments and liability to, from and in favor of third parties resulting from, or relating to: (i) Corium’s breach of its representations or warranties under Sections 7.1 through 7.3 of this Agreement, or (ii) the gross negligence or willful misconduct of Corium or any of its employees, contractors or agents related to the development, manufacture, packaging or testing of the Product, in each case except to the extent that any such losses, damages, fines, costs, claims, demands, judgments and liability are due to the negligence or wrongful act(s) of Agile, its officers, employees or agents.
By Corium. From and after the Effective Date, Corium will indemnify, defend and hold harmless P&G and its Affiliates and licensees and their respective directors, officers, shareholders, partners, attorneys, accountants, and employees and any agents of the foregoing and any heirs, executors, successors and assigns of any of the foregoing (the “P&G Indemnified Parties”) from, against and in respect of any damages, losses, charges, obligations, Liabilities, Actions, interest, penalties and reasonable costs and expenses (including, without limitation, reasonable attorneys’ and experts’ fees and expenses incurred to enforce successfully the terms of this Agreement) (“P&G Losses and Expenses”) imposed on, sustained, incurred or suffered by any of the P&G Indemnified Parties relating to, arising from or otherwise in respect of any breach of, or inaccuracy in, a representation or warranty of Corium hereunder, or breach of (i) a covenant or other agreement of Corium hereunder, or (ii) any Action brought by a third party against a P&G Indemnified Party arising from or related to Corium’s manufacturing, sale, marketing, distribution, or other exploitation of a product covered by the Corium Patents and/or the Technology; provided, however, that Corium shall have no obligation to indemnify P&G for any P&G Losses and Expenses for which indemnification is sought if such P&G Losses and *Confidential Treatment Requested. Expenses were also caused by, relate to or involve a breach of, or inaccuracy in, any covenant, obligation, representation or warranty of P&G provided to Corium in this Agreement.
