Provision Language
9. INDEMNIFICATION
9.1 Indemnification by DNDi. DNDi will indemnify, defend and hold harmless BDSI, its Affiliates, and their respective officers, directors, employees and agents (the “BDSI Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys’ fees) suffered as a result of any Third Party claims, demands and actions (collectively, “Losses”), to the extent such Losses result from (a) a breach by DNDi of any of its representations, warranties or covenants in this Agreement or (b) the gross negligence or willful misconduct by DNDi or its Affiliates or their officers, directors, employees or agents. The foregoing indemnity obligation will not apply to the extent any Loss arises from (i) a breach by BDSI of its representations, warranties or covenants in this Agreement or (ii) the gross negligence or willful misconduct of any BDSI Indemnitee.
9.2 Indemnification by BDSI. BDSI will indemnify, defend and hold harmless DNDi, its Affiliates, and their respective officers, directors, employees and agents (the “DNDi Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys’ fees) suffered as a result of any Third Party claims, demands and actions (collectively, “Losses”), to the extent such Losses result from (a) a breach by BDSI of any representation, warranty or covenant in this Agreement, (b) the gross negligence or willful misconduct by any BDSI Indemnitee or (c) a manufacturing defect in the production of CAMB, including, without limitation, Losses related to the death of or injury to a Third Party caused by CAMB, if the applicable Loss stemmed from CAMB defectively manufactured by BDSI. The foregoing indemnity obligation will not apply to the extent any Loss arises from (i) a breach by DNDi of its representations, warranties or covenants in this Agreement or (ii) the gross negligence or willful misconduct of any DNDi Indemnitee.
9.3 Procedures. The indemnification obligations in Sections 9.1 and 9.2 are conditioned on the indemnified Party (a) providing prompt written notice to the other Party of any claim giving rise to an indemnification obligation hereunder, (b) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim, (c) providing reasonable assistance in the defense of such claim at the indemnifying Party’s reasonable expense, and (d) not compromising or settling such claim without the indemnifying Party’s advance written consent.
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9.6 Limitation of Liability. NEITHER PARTY NOR ITS RESPECTIVE AFFILIATES WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE.