Common use of INDEMNIFICATION BY SUPERGEN Clause in Contracts

INDEMNIFICATION BY SUPERGEN. Except as may be otherwise provided herein, SuperGen shall defend, indemnify and hold ▇▇▇▇▇▇, all of its directors, officers and employees, and ▇▇▇▇▇▇ Sales Representatives (collectively the "▇▇▇▇▇▇ Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or causes of action arising out of or resulting from: (a) SuperGen's breach of any representation, warranty, covenant, or obligation provided for in this Agreement; (b) an infringement claim arising from ▇▇▇▇▇▇'▇ use of the SuperGen name or logo or a SuperGen Trademark in connection with the promotion or sale of the Products, provided ▇▇▇▇▇▇'▇ use is in compliance with the terms of this Agreement; (c) the negligence, recklessness or willful misconduct of SuperGen and its directors, officers or employees or SuperGen Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by SuperGen, its directors, officers, employees or SuperGen Sales Representatives; or (d) any patent infringement claim arising from the manufacture, importation, use or sale of the Product. Provided, however, that SuperGen shall not be required to indemnify the ▇▇▇▇▇▇ Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any of the ▇▇▇▇▇▇ Indemnitees, including, but not limited to, off-label promotion of the Product, (B) utilization of process technology for the manufacture of Product which has not been approved by SuperGen, (C) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country and/or (D) any breach by ▇▇▇▇▇▇ of this Agreement. ▇▇▇▇▇▇ shall not be considered negligent for purposes of this Section 15.1 if such claim arises solely with respect to the content of the Promotional Materials, Product labeling or other materials provided to ▇▇▇▇▇▇ by SuperGen as long as ▇▇▇▇▇▇ has distributed or employed such Promotional Materials or other such materials as directed herein.