Common use of Further Indemnification by Santarus Clause in Contracts

Further Indemnification by Santarus. Further, Santarus hereby agrees to defend, at its expense, indemnify and hold harmless Patheon, its directors, officers, employees, agents and Affiliates against all Third Party Claims resulting from or arising out of actions or proceedings where the claimant has alleged that: (a) the use by Patheon, in connection with its performance under this Agreement, of the Specifications infringes any Invention or any other intellectual property rights (including patent rights or trade secret rights) of any Third Party; (b) the provision of the services by Patheon in respect to the Finished Product pursuant to this Agreement, or use or disposition of any Finished Product by Patheon as required to perform its obligations under this Agreement infringes any Invention or any other intellectual property rights (including patent rights or trade secret rights) of any Third Party; (c) the sale or distribution by Santarus in any country of Finished Product violates any law in such country; (d) the Finished Product marketed in any given country by Santarus is not suitable for the indication for which it has been approved in such country or is unsafe for human use; or (e) the Finished Product contains a defect in the API that was not reasonably discoverable by Patheon utilizing the test methods set forth in the Specifications, provided, however, that Santarus shall not be obligated to indemnify Patheon under this Section 12.2 to the extent such claim resulted from or arose out of any act or omission for which Patheon is obligated to indemnify Santarus pursuant to Section 12.3 below.

Further Indemnification by Santarus. Further, Santarus hereby agrees to defend, at its expense, indemnify and hold harmless Patheon, its directors, officers, employees, agents and Affiliates against all Third Party Claims resulting from or arising out of actions or proceedings where the claimant has alleged that: (a) the use by Patheon, in connection with its performance under this Agreement, of the Specifications infringes any Invention or any other intellectual property rights (including patent rights or trade secret rights) of any Third Party; (b) the provision of the services by Patheon in respect to the Finished Product pursuant to this Agreement, or use or disposition of any Finished Product by Patheon as required to perform its obligations under this Agreement infringes any Invention or any other intellectual property rights (including patent rights or trade secret rights) of any Third Party; (c) the sale or distribution by Santarus in any country of Finished Product violates any law in such country; (d) the Finished Product marketed in any given country by Santarus is not suitable for the indication for which it has been approved in such country or is unsafe for human use; or (e) the Finished Product contains a defect in the API OME that was not reasonably discoverable by Patheon utilizing the test methods set forth in the Specifications, provided, however, that Santarus shall not be obligated to indemnify Patheon under this Section 12.2 to the extent such claim resulted from or arose out of any act or omission for which Patheon is obligated to indemnify Santarus pursuant to Section 12.3 below.