INDEMNIFICATION BY CONNETICS Clause Samples

The "Indemnification by Connetics" clause requires Connetics to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to Connetics' conduct—such as breach of contract, negligence, or infringement of intellectual property—Connetics will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party responsible for certain actions bears the financial consequences, thereby protecting the other party from unforeseen liabilities.
INDEMNIFICATION BY CONNETICS. Connetics agrees to indemnify, hold harmless and defend InterMune and InterMune’s directors, officers, employees and agents, and the directors, officers, employees and agents of any InterMune Affiliate from and against any and all claims, suits, losses, damages, costs, fees and expenses resulting from or arising out of any negligent or wrongful act or omission by Connetics, its Affiliates or its Dermatology Sublicensees, or any breach by Connetics of its obligations under this Agreement or under the Genentech License, except to the extent that such claims, suits, losses, damages, costs, fees or expenses arises or results from any negligent or wrongful act or omission of InterMune or its Affiliates.
View SourceView Similar (4)
INDEMNIFICATION BY CONNETICS. Connetics will indemnify and hold DPT harmless against any and all liability, damage, loss, cost or expense (including reasonable attorney's fees) resulting from any third party claims made or suits brought against DPT which are related to the breach of any of Connetics' warranties provided for in this Agreement or which arise out of the promotion, distribution, use, testing or sales of Products, including, without limitation, any claims, express, implied or statutory, made as to the efficacy, safety, or use to be made of Products, and claims made by reason of any Product Labeling or any Packaging containing Product (provided such packaging and Labeling was purchased by DPT as provided in SECTION 3.2(c) of this Agreement), unless such liability, damage, loss or expense is caused by the breach of DPT's warranties under Article VII of this Agreement.
View SourceView Similar (3)
INDEMNIFICATION BY CONNETICS. Connetics agrees to indemnify, hold harmless and defend InterMune and InterMune's directors, officers, employees and agents, and the directors, officers, employees and agents of any InterMune Affiliate from and against any and all claims, suits, losses, damages, costs, fees and expenses resulting from or arising out of any negligent or wrongful act or omission by Connetics or its Affiliates, or any breach by Connetics of its obligations under this Agreement or under the Genentech License, except to the extent that such claims, suits, losses, damages, costs, fees or expenses arises or results from any negligent or wrongful act or omission of InterMune or its Affiliates.
View SourceView Similar (3)
INDEMNIFICATION BY CONNETICS. Connetics shall indemnify APG, its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all Losses brought by third parties arising from or occurring as a result of: (a) failure by Connetics to comply with the Food Drug and Cosmetic Act and the regulations under the Act; (b) the handling or other use of the Product including by end users; (c) any willful act or omission or negligence of Connetics or its employees, agents or other contractors (d) any breach (or alleged breach) by Connetics of its representations, warranties, or material obligations under this Agreement; (e) the manufacture by Connetics or third parties contracted by Connetics, or the storage of Product after the date of shipment of Product to Connetics by APG or its Affiliates, all except to the extent caused by the negligence or willful misconduct of APG or its officers, agents, employees, Affiliates, sublicensees or customers.
View SourceView Similar (3)
INDEMNIFICATION BY CONNETICS. 13 8.2 Indemnification by InterMune...................................................................13
View Source
INDEMNIFICATION BY CONNETICS. Connetics hereby undertakes to indemnify Soltec from and against all suits, losses, actions, demands, investigations, claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "LOSSES") brought by Third Parties arising from or occurring as a result of (a) any breach (or alleged breach) by Connetics of its representations, warranties, or obligations under this Agreement; (b) the manufacture or the storage of Product after Soltec delivers the prototype and information package in conformance with SECTION 4.3, except to the extent caused by the negligence or willful misconduct of Soltec or its officers, agents, employees, Affiliates, sublicensees or customers; or (c) the negligence or willful misconduct of Connetics or its officers, agents, employees or Affiliates.
View Source
INDEMNIFICATION BY CONNETICS. Except as otherwise specifically provided herein, Connetics shall indemnify and hold harmless Pharmacia and its officers, directors, agents, employees, Affiliates, and Sublicensees against all claims, actions, losses, damages, costs, expenses (including court costs and reasonable legal fees) or other liabilities net of any tax benefit ("Liabilities") whatsoever in respect of: (a) the material breach by Connetics of its representations and warranties under Article 7; (b) the material default or breach of any of its obligations contained in this Agreement; (c) any gross negligence or willful misconduct by Connetics committed in connection with a clinical trial involving any Product; and (d) any claim that a Connetics Patent or the development, manufacture, importation, promotion, marketing, sale or use of any Product in the Territory infringes a Third Party's patent or other intellectual property right only to the extent such infringement was caused by the use of the Connetics Technology in such Product.
View Source
INDEMNIFICATION BY CONNETICS. Connetics shall indemnify Faulding, its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all suits, losses, actions, demands, investigations, claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "LOSSES") brought by Third Parties arising from or occurring as a result of (a) any breach (or alleged breach) by Connetics of its representations, warranties, or obligations under this Agreement; (b) any Adverse Experiences that Connetics should have known about based on its clinical trials, but which Adverse Experiences were not reported to the FDA or to Faulding; (c) the manufacture or the storage of the Product prior to [*****], all except to the extent caused by the negligence or willful misconduct of Faulding or its officers, agents, employees, Affiliates, sublicensees or customers; (d) the negligence or willful misconduct of Connetics or its officers, agents, employees or Affiliates; (e) the use or consumption of the Product outside of the Territory; or (f) a claim that the Product infringes any patents, except patents issued after the date of this Agreement.
View Source
INDEMNIFICATION BY CONNETICS. CONNETICS shall indemnify, defend and hold harmless BEND▇▇ ▇▇▇m and against all third party costs, claims, suits, expenses (including reasonable attorney's fees) and damages (excluding consequential damages) arising out of or resulting from any willful or negligent act or omission by CONNETICS relating to the subject matter of this Agreement or the use by or administration to any person of a PRODUCT that arises out of this Agreement (except to the extent such cost, claim, suit, expense or damage arose or resulted from any negligent act or omission by BEND▇▇ ▇▇ any defect in the manufacture of PRODUCT by BEND▇▇), ▇rovided that BEND▇▇ ▇▇▇es reasonable notice to CONNETICS of any such claims or action, tenders the defense of such claim or action to CONNETICS and assists CONNETICS at CONNETICS' expense in defending such claim or action and does not compromise or settle such claim or action without CONNETICS' prior written consent.
View Source

Related to INDEMNIFICATION BY CONNETICS

  • Indemnification by ▇▇▇▇▇▇▇▇▇ The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by ▇▇▇▇▇▇▇ Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by Contractor To the fullest extent permitted by law, the CONTRACTOR agrees to indemnify, defend and hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any action or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Contract; or 3) are based upon the CONTRACTOR’S or its subcontractors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into the Contract, are reflected in the CONTRACTOR’s compensation, and have been mutually negotiated by the parties.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.