Catalent Indemnification Sample Clauses
Catalent Indemnification. Subject to the limitations set forth in Section 7.4, Catalent shall indemnify, defend and hold harmless Client against any Damages, whether or not foreseeable or in the contemplation of Client or Catalent, that Client may suffer as a result of any third party claims, suits or actions arising from: (a) Catalent’s breach of the representations and warranties in Sections 6.1 (“Mutual Representation and Warranties”) and 6.3 (“Representations and Warranties of Catalent”); (b) negligence (active, passive or imputed), gross negligence or willful misconduct of Catalent in performance of the Services; and/or (c) any claims by third parties alleging Catalent’s Production techniques while performing the Services infringe any intellectual property rights of any third party (whether or not Catalent knew or should have known about such alleged infringement). This indemnification obligation shall not apply to the extent the Damages are a result of: (i) Client’s negligence (active, passive or imputed); (ii) Catalent’s use of an application or production technique that has been provided by Client; or (iii) Catalent’s use of Client Materials.
Catalent Indemnification. Subject to the limitations set forth in Section 7.4(b), Catalent shall indemnify, defend and hold harmless Client, its Affiliates, and their directors, officers, employees, and agents (collectively, “Client Indemnitees”) against any Damages, whether or not foreseeable or in the contemplation of Client or Catalent, that Client suffers as a result of any third party claims, third party suits or third party actions arising from Catalent’s breach of Section 6.1 (“Mutual Representation and Warranties”) or 6.3 (“Representations and Warranties of Catalent”); or (b) negligence (active, passive or imputed), gross negligence or willful misconduct of any Catalent Indemnitee, except to the extent the Damages are a result of: (a) any Client Indemnitee’s negligence (active, passive or imputed), gross negligence or willful misconduct or breach of this Agreement; or (b) any claims by third parties alleging Catalent’s use of the Client Materials, Client Confidential Information, Client Intellectual Property Rights or the Product Specifications in accordance with this Agreement infringes any rights (including, without limitation, any intellectual or other proprietary rights) of any third party (whether or not Client knew or should have known about such alleged infringement) except to the extent Catalent infringes any rights of any third parties by application of Catalent’s Production techniques or any Catalent Intellectual Property Rights while performing the Services.