Common use of Client Indemnity Clause in Contracts

Client Indemnity. (a) Client agrees to defend and indemnify Patheon, its officers, employees, and agents against all losses, damages, costs, claims, demands, judgments and liability to, from and in favor of third parties (other than Affiliates) resulting from, or relating to any claim of (i) infringement or alleged infringement of any Third Party Rights in the Products, or any portion thereof, (ii) personal injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement or any Product Agreement by Client, including, without limitation, any representation or warranty contained herein, (ii) product liability resulting in personal injury or property damage arising out of the Products that are labelled and manufactured in accordance with the Specifications and in compliance with applicable cGMPs and Applicable Laws or (iii) Client’s negligence, gross negligence or willful misconduct, each except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence, gross negligence or wrongful act(s) of Patheon, its officers, employees, or agents. (b) If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense.

Client Indemnity. (a) Client agrees to defend and indemnify and hold harmless Patheon, its officers, officers and employees, and agents against all losses, damages, costs, claims, demands, subpoenas, judgments and liability to, from and in favor favour of third parties (other than Affiliates) resulting from, or relating to for i) any claim of (i) infringement or alleged infringement of any Third Party Rights in or the ProductsProducts or that relates to the manufacture of the Product by a proprietary process disclosed by Client or to Patheon’s use of Client’s Intellectual Property to perform the Manufacturing Services, or any portion thereofof them, (ii) any claim of a breach of any of warranty or representation by Client, or iii) any claim of personal injury or property damage to the extent that the injury or damage is the result of arises other than from a breach of this Agreement or any the relevant Product Agreement by ClientPatheon, including, without limitation, any representation or warranty contained hereinin this Agreement, (ii) product liability resulting in personal injury or property damage arising out of the Products that are labelled and manufactured in accordance with the Specifications and in compliance with applicable cGMPs and Applicable Laws or (iii) Client’s negligence, gross negligence or willful misconduct, each except to the extent that the losses, damages, costs, claims, demands, subpoenas, judgments, and liability are due to the negligence, gross negligence or wrongful act(s) acts of Patheon, its officers, employees, or agents. (b) Affiliates. If a claim occurs, Patheon will: (ai) promptly notify Client of the claim; (bii) use commercially reasonable efforts to mitigate the effects of the claim; (ciii) reasonably cooperate with Client in the defense of the claim; and (div) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense.; provided that Patheon consents in writing to any settlement..

Client Indemnity. (a) Client agrees to defend and indemnify Patheon, its officers, officers and employees, and agents against all losses, damages, costs, claims, demands, subpoenas, judgments and liability to, from and in favor favour of third parties (other than Affiliates) resulting from, or relating to for (i) any claim of (i) infringement or alleged infringement of any Third Party Rights in the ProductsProducts or that relates to the manufacture of the Product by a proprietary process disclosed by Client or to Patheon’s use of Client’s Intellectual Property to perform the Manufacturing Services, or any portion thereofof them, or (ii) any claim of personal injury or property damage to the extent that the injury or damage is the result of arises other than from a breach of this Agreement or any the relevant Product Agreement by ClientPatheon , including, without limitation, any representation or warranty contained hereinin this Agreement, (ii) product liability resulting in personal injury or property damage arising out is the result of the Products that are labelled and manufactured in accordance with the Specifications and in compliance with applicable cGMPs and Applicable Laws or (iii) Client’s negligence, gross negligence or willful misconductwilful misconduct of Patheon, each its officers, employees or Affiliates, except to the extent that the losses, damages, costs, claims, demands, subpoenas, judgments, and liability are due to the negligence, gross negligence or wrongful act(s) acts of Patheon, its officers, employees, or agentsAffiliates. (b) If a claim occurs, Patheon will: (ai) promptly notify Client of the claim; (bii) use commercially reasonable efforts to mitigate the effects of the claim; (ciii) reasonably cooperate with Client in the defense of the claim; and (div) permit Client to control the defense and settlement of the claim, all at Client’s 's cost and expense.

Client Indemnity. (a) Client agrees to defend and indemnify Patheon, its officers, employees, and agents against all losses, damages, costs, claims, demands, judgments and liability to, from and in favor favour of third parties (other than Affiliates) resulting from, or relating to (i) any claim of (i) infringement or alleged infringement of any Third Party Rights in the ProductsProducts or Client Intellectual Property, or any portion thereof, or (ii) any claim of personal injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement or any Product Agreement by Client, including, without limitation, any representation or warranty contained herein, (ii) product liability resulting in personal injury or property damage arising out of the Products that are labelled and manufactured in accordance with the Specifications and in compliance with applicable cGMPs and Applicable Laws or (iii) Client’s negligence, gross negligence or willful misconductmisconduct in the performance of its obligations under this Agreement, each except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence, gross negligence or wrongful act(s) of Patheon, its officers, employees, or agents. (b) If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s 's cost and expense.; provided, that Client shall not settle any such claim without Patheon’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. ARTICLE 11 CONFIDENTIALITY