Celator Indemnification. Celator shall indemnify, defend and hold harmless Xxxxxx and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (collectively “Indemnified Xxxxxx Parties”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively “Claims”) in connection with (a) Celator’s transport, storage, promotion, labeling, marketing, distribution, use or sale of Product, (b) Celator’s negligence or willful misconduct, (c) Celator’s breach of this Agreement, or (d) any claim that the use, sale, Production, marketing or distribution of Product by Xxxxxx or Celator violates the patent, trademark, copyright or other proprietary rights of any third party, except if any of the foregoing (a) or (d) is caused solely by the negligence or willful misconduct of any of the Indemnified Xxxxxx Parties or ****************.
Appears in 3 contracts
Samples: Clinical and Commercial Manufacturing and Supply Agreement, Clinical and Commercial Manufacturing and Supply Agreement (Celator Pharmaceuticals Inc), Clinical and Commercial Manufacturing and Supply Agreement (Celator Pharmaceuticals Inc)
Celator Indemnification. Celator shall indemnify, defend and hold harmless Xxxxxx and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (collectively “Indemnified Xxxxxx Parties”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively “Claims”) in connection with (a) Celator’s transport, storage, promotion, labeling, marketing, distribution, use or sale of Product, (b) Celator’s negligence or willful misconduct, (c) Celator’s breach of this Agreement, or (d) any claim that the use, sale, Production, marketing or distribution of Product by Xxxxxx or Celator violates the patent, trademark, copyright or other proprietary rights of any third party, except if any of the foregoing (a) or (d) is caused solely by the negligence or willful misconduct of any of the Indemnified Xxxxxx Parties or [****************].
Appears in 1 contract
Samples: Clinical and Commercial Manufacturing and Supply Agreement (Jazz Pharmaceuticals PLC)