Common use of Company to Supplier Clause in Contracts

Company to Supplier. Company shall indemnify, defend and hold harmless Supplier, its officers, directors, employees, and agents against any liability, obligation, loss, damage, penalty, action, judgment, suit, expenses (including reasonable attorney's fees) or disbursements of any kind and nature whatsoever arising out of: (i) any breach by Company of its obligations under this Agreement; (ii) a patent infringement claim relating to the Compound, intermediates and/or manufacturing technology provided by Company; or (iii) personal injury resulting from an adverse reaction of the Compound, which is not caused by Supplier's breach of Material Warranty, determined in accordance with the provisions of paragraph 6(d), provided that Supplier gives reasonable notice to Company of such claim, suit or action and such liability, obligation, loss, damage, penalty, action or judgment is not the result of Supplier's negligent act or omission or willful misconduct. Provided Company properly protects the interests of Supplier and Company and Supplier do not have conflicting defenses, Company shall have exclusive control of the defense of any such action and settlement or compromise negotiations, except that prior to accepting any settlement or compromise, Company will inform Supplier in writing of the terms of the anticipated settlement or compromise. Supplier will provide Company, at Company's expense with reasonable assistance in defending any claim, suit or action. Such assistance shall not be deemed a waiver of Supplier's indemnification rights hereunder.