Common use of Indemnification and Liability Limits Clause in Contracts

Indemnification and Liability Limits. 7.1 PharmaBio shall indemnify, defend and hold harmless Discovery, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery or its employees. 7.2 Discovery shall indemnify, defend and hold harmless PharmaBio and its Affiliates and their respective directors, officers, employees and agents from and against any and all (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the Product; (ii) material breach by Discovery (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery or its employees; and (iv) material violation by Discovery or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Discovery's obligations under this Agreement, except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio or any of its employees. 7.3 In the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified Party") shall give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim or lawsuit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Party. 7.4 Neither PharmaBio nor Discovery, nor any of such party's Affiliates, directors, officers, employees, subcontractors or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For the avoidance of doubt, a claim by PharmaBio for commissions on Net Sales payable by Discovery hereunder or a claim by Discovery for payments pursuant to Section 3.1 shall not be limited in any way pursuant to the provisions set forth in the preceding sentence.

Indemnification and Liability Limits. 7.1 PharmaBio (a) Company shall indemnify, defend and hold harmless DiscoveryQuintiles and its corporate affiliates and its and their directors, officers and employees (each a "Quintiles Indemnified Party") from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses, (collectively, "Quintiles Losses"), resulting or arising from third party claims, actions, proceedings `or litigation arising from or in connection with any such Quintiles Indemnified Party's performance of this Master Agreement, any Work Order or the Services contemplated herein (including without limitation any product liability claim) save to the extent such losses are determined to have resulted solely from the negligence or intentional misconduct of the Quintiles Indemnified Party seeking indemnity hereunder. (b) Quintiles shall indemnify, defend and hold harmless Company and its Affiliates corporate affiliates and its and their directors, officers and employees (each a "Company Indemnified Party") from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses (collectively, "Company Losses") resulting or arising from any action, proceedings, or litigation to the extent that such Company Losses are determined to have resulted solely from the negligence or intentional misconduct of a Quintiles Indemnified Party. (c) The party seeking indemnification hereunder (the "Indemnified Parry") shall (a) promptly notify the party obligated to indemnify (the "Indemnifying Party") of any claim, action, proceeding for which the Indemnified Party seeks indemnification; (b) cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any claim, action or proceedings; and (c) shall not unreasonably withhold its approval of the settlement of any claim, action or proceeding by Indemnifying Party covered by this indemnification provision. The Indemnifying Party's failure to comply with its obligations under this provision shall not constitute a breach of this Master Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent, if any, that the Indemnifying Party's defense or settlement of the affected claim, action or proceeding was actually and materially impaired thereby. (d) Neither party, nor its affiliates, nor any of its or their respective Representatives shall have any liability for any special, incidental, or consequential damages, including, but not limited to the loss of opportunity, loss of the use of any data or information supplied hereunder, or loss of revenue or profit, in connection with or arising out of this Master Agreement, any Work Order, the Services performed by Quintiles hereunder or the existence, furnishing, functioning, or Company's use of any information, documentation or Services provided pursuant to this Master Agreement or any Work Order, even if the other party shall have been advised of the possibility of such damages. In addition, except in instances of gross negligence or intentional misconduct, the collective, aggregate liability of Quintiles and its affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery or its employees. 7.2 Discovery shall indemnify, defend and hold harmless PharmaBio and its Affiliates and their respective directors, officers, employees and agents from and against any and all (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the Product; (ii) material breach by Discovery (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery or its employees; and (iv) material violation by Discovery or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Discovery's obligations under this Agreement, except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio Master Agreement or any Work Order shall not exceed the aggregate amount of its employees. 7.3 In compensation specified in the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified Party") shall give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim or lawsuit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced Work Order affected by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives incident in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Partyquestion. 7.4 Neither PharmaBio nor Discovery, nor any of such party's Affiliates, directors, officers, employees, subcontractors or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For the avoidance of doubt, a claim by PharmaBio for commissions on Net Sales payable by Discovery hereunder or a claim by Discovery for payments pursuant to Section 3.1 shall not be limited in any way pursuant to the provisions set forth in the preceding sentence.

Indemnification and Liability Limits. 7.1 PharmaBio 8.1 Quintiles shall indemnify, defend and hold harmless DiscoveryBDSI, its Affiliates and its and their respective directors, officers, employees and agents Representatives from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) *** (collectively, "“Losses"”), joint or several, resulting or arising from *** to the extent resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees arising out of any municipal, county, state or federal laws, rules or regulations applicable ***; all except to the performance extent such Losses resulted from *** of PharmaBio's obligations under this AgreementBDSI, its Affiliates or their Representatives. 8.2 BDSI shall indemnify, defend and hold harmless Quintiles, its Affiliates and their Representatives from and against *** to the extent resulting from or arising out of ***; except, in each case, all except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct *** of Discovery Quintiles or its employees. 7.2 Discovery shall indemnify, defend and hold harmless PharmaBio and its Affiliates and their respective directors, officers, employees and agents from and against any and all (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the Product; (ii) material breach by Discovery (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery or its employees; and (iv) material violation by Discovery or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Discovery's obligations under this Agreement, except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio or any of its employees. 7.3 In the event of a third party claim or lawsuit, the 8.3 The party seeking indemnification hereunder (the "“Indemnified Party"”) shall shall: (a) give the party obligated to indemnify (the "“Indemnifying Party"”) prompt written *** notice of any such claim or lawsuit law suit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The ; (b) Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The ; and (c) Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification Indemnification provision; provided provided, however, that such settlement does Indemnified Party’s failure to comply with its obligations pursuant to Section 8.3 shall not include an admission or acknowledgement constitute a breach of liability or fault this Agreement nor relieve Indemnifying Party of its indemnification obligations pursuant to Section 9, except to the extent, if any, that Indemnifying Party’s defense of the Indemnified Partyaffected claim, action or proceeding actually was materially impaired thereby. 7.4 Neither PharmaBio nor Discovery8.4 SHALL HAVE *** FOR ANY ***. IN ADDITION, nor any of such party's AffiliatesIN NO EVENT SHALL THE COLLECTIVE, directorsAGGREGATE LIABILITY *** OF ***, officersOR THEIR RESPECTIVE DIRECTORS, employeesOFFICERS, subcontractors EMPLOYEES, SUBCONTRACTORS OR AGENTS UNDER THIS AGREEMENT ***. 8.5 Quintiles shall not be liable to BDSI for claims or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or losses arising out of this Agreement. For the avoidance statements or representations of doubtQuintiles employees in furtherance of the Services with respect to BDSI Products to the extent the statements or representations are at the direction of BDSI and conform (in manner, substance and form) to official instructions and written or printed statements or representations made to Quintiles and Quintiles employees by BDSI with respect to the BDSI Products. 8.6 In the event that Quintiles, any of its Affiliates or their Representatives is served with or becomes subject to any subpoena, order, judgment, complaint, proceeding, enforcement or other legal process (each, a claim by PharmaBio for commissions on Net Sales payable by Discovery hereunder “Legal Proceeding”) to which BDSI is a party or a claim by Discovery for payments pursuant to Section 3.1 shall not be limited in subject, but Quintiles is not, which Legal Proceeding seeks from Quintiles disclosure of any way pursuant documents or information related to the provisions set forth in Services, then BDSI shall bear and/or reimburse Quintiles for all reasonable third party fees, costs and expenses associated with such Legal Proceeding; provided the preceding sentenceLegal Proceeding is not the result of or arises from any negligence or misconduct or breach of this Agreement and/or any Work Order by Quintiles, any of its Affiliates or their Representatives.

Indemnification and Liability Limits. 7.1 8.1 PharmaBio shall indemnify, defend and hold harmless DiscoveryPilot, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Pilot or its employees. 7.2 Discovery 8.2 Pilot shall indemnify, defend and hold harmless PharmaBio and its Affiliates and their respective directors, officers, employees and agents from and against any and allall Losses resulting from: (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the Product; (ii) material breach by Discovery Pilot (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery Pilot or its employees; and (iv) material violation by Discovery Pilot or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of DiscoveryPilot's obligations under this Agreement, except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio or any of its employees. 7.3 8.3 In the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified Party") shall give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim or lawsuit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Party. 7.4 8.4 Neither PharmaBio nor DiscoveryPilot, nor any of such party's Affiliates, directors, officers, employees, subcontractors or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For the avoidance of doubt, a claim by PharmaBio for commissions royalties on Net Sales payable by Discovery Pilot hereunder or a claim by Discovery for payments pursuant to Section 3.1 shall not be limited in any way pursuant to the provisions set forth in the preceding sentence.

Indemnification and Liability Limits. 7.1 PharmaBio [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 9.1 Innovex shall indemnify, defend and hold harmless DiscoveryColumbia, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: any (i) material breach by PharmaBio (Innovex or its employees) employees of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio Innovex or its employees; and (iii) material violation by PharmaBio Innovex or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBioInnovex's obligations under this AgreementMaster Agreement or any Work Order, (iv) actions or incidents by Innovex of criminal or dishonest activity or such actions or incidents of its employees of which Innovex could have reasonably anticipated, (v) with respect to the Sales Force, those costs attendant to the administration of any collective bargaining agreement, and any liabilities or claims against Columbia arising out of Innovex's non-payment or payment to or participation in a labor organization's health and welfare retirement or other benefit fund, including the cessation of payment thereto or withdrawal from participation therein (unless such are caused by the actions or inactions of Columbia); except(vi) violations by Innovex of employment-related matters with respect to Innovex's employees, including matters arising under local, state and/or federal right-to-know laws, environmental laws, NLRB, OSHA, EEOC, ADA (including without limitation those relating to employment, public access and public accommodation), WARN, FMLA, ERISA, all laws governing wages and hours (including without limitation: prevailing wage rate; exempt and non exempt status; child labor; and minimum wage and overtime matters), all laws governing race, sex, sexual harassment, retaliation, religion, veteran status, national origin, color, age, disability, and marital status, disclosed and undisclosed benefit plans, all other labor laws; in each case, case except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Columbia or its employees. 7.2 Discovery 9.2 Columbia shall indemnify, defend and hold harmless PharmaBio Innovex, its Affiliates and its Affiliates and their respective directors, officers, employees and agents from and against any and all all Losses resulting from (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the ProductProducts by Columbia or its agents; (ii) material breach by Discovery (Columbia or its employees) employees of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery Columbia or its employees; and (iv) material violation by Discovery Columbia or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of DiscoveryColumbia's obligations under this Agreement, except, Master Agreement or any Work Order; in each case, case except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio Innovex or any of its employees. 7.3 In the event of a third party claim or lawsuit, the 9.3 The party seeking indemnification hereunder (the "Indemnified Party") shall shall: (a) give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any such claim or lawsuit law suit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall ; (b) cooperate fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The Indemnified Party shall ; and (c) not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification Indemnification provision; provided provided, however, that such settlement does Indemnified Party's failure to comply with its obligations pursuant to [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. this Section 9.3 shall not include an admission or acknowledgement constitute a breach of liability or fault this Master Agreement nor relieve Indemnifying Party of its indemnification obligations pursuant to Section 9, except to the extent, if any, that Indemnifying Party's defense of the Indemnified Partyaffected claim, action or proceeding actually was materially impaired thereby. 7.4 9.4 Neither PharmaBio party, nor Discoveryits Affiliates, nor any of such a party's Affiliates, or its Affiliate's directors, officers, employees, subcontractors or agents shall have, under have any legal theory liability of any type to the other (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Master Agreement. For , any Work Order, or the avoidance of doubt, a claim Services performed by PharmaBio for commissions on Net Sales payable by Discovery hereunder or a claim by Discovery for payments pursuant to Section 3.1 Innovex hereunder. 9.5 Innovex shall not be limited in any way pursuant liable to Columbia for claims or losses arising out of the statements or representations of Innovex employees with respect to Columbia Products to the provisions set forth in extent the preceding sentencestatements or representations conform to the written or printed statements or representations made to Innovex and Innovex employees by Columbia with respect to the Columbia Products.

Indemnification and Liability Limits. 7.1 PharmaBio 9.1 Members of the Quintiles Group, jointly and severally, shall indemnify, defend and hold harmless DiscoveryScios, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' ’ fees and court costs) (collectively, "“Losses"”), resulting from any: any (i) material breach by Innovex or PharmaBio (or its either of their employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio Innovex or its employees; and (iii) material violation by PharmaBio Innovex or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's Innovex’s obligations under this Agreement; except, in each case, Agreement except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Scios or its employees. 7.2 Discovery 9.2 Scios shall indemnify, defend and hold harmless PharmaBio and its Affiliates members of the Quintiles Group and their respective directors, officers, employees and agents from and against any and all all Losses resulting from (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the ProductProducts by Scios or its agents; (ii) material breach by Discovery (Scios or its employees) employees of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery Scios or its employees; and (iv) material violation by Discovery Scios or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Discovery's Scios’s obligations under this Agreement, except, in each case, except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio any member of the Quintiles Group or any of its their employees. 7.3 In the event of a third party claim or lawsuit, the 9.3 The party seeking indemnification hereunder (the "“Indemnified Party"”) shall shall: (a) give the party obligated to indemnify (the "“Indemnifying Party"”) prompt written notice of any such claim or lawsuit law suit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The ; (b) Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The ; and (c) Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Party. 7.4 9.4 Neither PharmaBio nor DiscoveryInnovex, PharmaBio, or Scios, nor any of such party's ’s Affiliates, directors, officers, employees, subcontractors or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For Agreement or the avoidance of doubt, a claim Services performed by PharmaBio for commissions on Net Sales payable by Discovery Innovex hereunder or a claim by Discovery for payments pursuant to Section 3.1 the funding commitments of PharmaBio or the activities of Scios hereunder. 9.5 Innovex shall not be limited in any way pursuant liable to Scios for claims or losses arising out of the statements or representations of Innovex employees with respect to the provisions set forth in Product to the preceding sentenceextent the statements or representations conform to the written or printed statements or representations made to Innovex or Innovex employees by Scios with respect to the Product.

Indemnification and Liability Limits. 7.1 PharmaBio shall indemnify, defend and hold harmless DiscoveryColumbia, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Columbia or its employees. 7.2 Discovery Columbia shall indemnify, defend and hold harmless PharmaBio PharmaBio, its Affiliates and its Affiliates and their respective directors, officers, employees and agents from and against any and all all Losses resulting from any: (i) any third party claim arising from the manufacture, storage, handling, packaging, labeling, production, transportation, distribution, marketing, testing, use, sale or other disposition of the ProductProducts; (ii) material breach by Discovery Columbia (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery Columbia or its employees; and (iv) material violation by Discovery Columbia or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Discovery's Columbia' obligations under this Agreement, except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio or any of its employees. 7.3 In the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified Party") shall give the party obligated to indemnify (the "Indemnifying [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Party") prompt written notice of any claim or lawsuit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Party. 7.4 Neither PharmaBio nor DiscoveryColumbia, nor any of such party's Affiliates, directors, officers, employees, subcontractors or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For the avoidance of doubt, a claim by PharmaBio for commissions royalties on Net Sales payable by Discovery Columbia hereunder or a claim by Discovery Columbia for payments pursuant to Section 3.1 2.1 shall not be limited in any way pursuant to the provisions set forth in the preceding sentence.

Indemnification and Liability Limits. 7.1 9.1 PharmaBio shall indemnify, defend and hold harmless DiscoveryColumbia, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations Laws applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Columbia or its employees. 7.2 Discovery 9.2 Columbia shall indemnify, defend and hold harmless PharmaBio PharmaBio, its Affiliates and its Affiliates and their respective directors, officers, employees and agents from and against any and all all Losses resulting from any: (i) any third party claim arising from the manufacture, storage, handling, packaging, labeling, production, transportation, distribution, marketing, testing, [***]A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. use, sale or other disposition of the Product; (ii) material breach by Discovery Columbia (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery Columbia or its employees; and (iv) material violation by Discovery Columbia or its employees of any municipal, county, state or federal laws, rules or regulations Laws applicable to the performance of Discovery's Columbia' obligations under this Agreement, ; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio or any of its employees. 7.3 9.3 In the event of a third party claim or lawsuit, the party Party seeking indemnification hereunder (the "Indemnified Party") shall give the party Party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim or lawsuit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Party. 7.4 9.4 Neither PharmaBio nor DiscoveryColumbia, nor any of such partyParty's Affiliates, directors, officers, employees, subcontractors or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party Party hereto for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For the avoidance of doubt, a claim by PharmaBio for commissions royalties on Net Sales payable by Discovery Columbia hereunder or a claim by Discovery Columbia for payments pursuant to Section 3.1 2.1 shall not be limited in any way pursuant to the provisions set forth in the preceding sentence.

Indemnification and Liability Limits. 7.1 PharmaBio 9.1 Columbia agrees that in addition to any and all other rights and remedies of LDS, whether at law or in equity, and notwithstanding any inspection made or not made by LDS, Columbia shall indemnifydefend, defend indemnify and hold harmless Discovery, its Affiliates LDS and its affiliates and their respective officers, directors, officersemployees, employees independent contractors, agents, and agents assigns harmless from and against any and all actions claims, demands, proceedings, suits, losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costsfees) of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) (collectively, "LossesCLAIMS"), resulting from any) arising in any way out of or connected with: (i) any material breach by PharmaBio (or its employees) Columbia of its obligations hereunder; (ii) the willful misconduct or grossly negligent acts or omissions of PharmaBio or its employeesColumbia in connection with the Services; and (iii) material any violation by PharmaBio Columbia of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Columbia's obligations under this Agreement in each case except to the extent such Claims are determined to have resulted from the negligence or willful misconduct of LDS or its employees. 9.2 LDS agrees that in addition to any and all other rights and remedies of Columbia, whether at law or in equity, notwithstanding any inspection made or not made by Columbia, LDS shall defend, indemnify and hold Columbia and its affiliates and their respective officers, directors, employees, independent contractors, agents and assigns harmless from and against any and all Claims arising out of or connected with: (i) the manufacture, storage, packaging, production, transportation, distribution, sale or other disposition of any of the Products by LDS or its agents; (ii) any material breach by LDS of its obligations hereunder; (iii) the willful misconduct or negligent acts or omissions of LDS; (iv) any violation by LDS or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBioLDS's obligations under this Agreement; except, in each case, case except to the extent such Losses Claims are determined to have resulted from the gross negligence or willful misconduct of Discovery or its employees. 7.2 Discovery shall indemnify, defend and hold harmless PharmaBio and its Affiliates and their respective directors, officers, employees and agents from and against any and all (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the Product; (ii) material breach by Discovery (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery or its employees; and (iv) material violation by Discovery Columbia or its employees and (v) any action, suit, claim, proceeding, obligation, judgment, threat or charge based on a claim that any of the Products infringes any patent, copyright, trademark, trade secret or other proprietary or contractual right or obligation, of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Discovery's obligations under this Agreement, except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio or any of its employeesthird party. 7.3 In 9.3 The parties agree that: (a) the event indemnifying party shall have the right in its sole discretion to conduct all proceedings and negotiations connected with such Claims; provided, however, that the indemnifying party shall not settle any Claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed; and provided, further, that if the indemnifying party fails to defend a third party claim or lawsuitClaim, the indemnified party seeking indemnification hereunder (shall have the "Indemnified Party") shall give the party obligated right to indemnify (the "Indemnifying Party") prompt written notice of any claim or lawsuit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that undertake the defense of any such action is materially prejudiced by Claim at the Indemnified Party's failure to give expense and for the account of the indemnifying party and the indemnifying party shall pay all such notice. The Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in expenses within 30 days of the investigation and defense receipt of any matter invoice with respect thereto; (b) the subject indemnified party shall promptly notify the indemnifying party of indemnificationall such Claims and shall not make any admissions regarding them unless legally required to do so; (c) the indemnified party shall, which defense at the indemnifying party's expense, provide the indemnifying party with reasonable assistance in connection with such claims; [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION DOCUMENTS (d) each party shall be managed by advise the Indemnifying Party in a mannerother of any defect, including the selection of legal counselerror, reasonably acceptable fault or failure with respect to the Indemnified Party. The Indemnified Party shall not unreasonably withhold its approval Products, or even the possibility of such defect, error, fault or failure, if reasonably likely, within a reasonable time after learning of the settlement defect, error, fault or failure or the possibility thereof; and (e) the indemnifying party shall keep the indemnified party informed as to the status of any such claimClaim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does and not include an admission or acknowledgement of liability or fault of less than every 60 days shall provide the Indemnified Partyindemnified party with a written status report on the Claim. 7.4 9.4 Neither PharmaBio party, nor Discoveryits affiliates, nor any of such a party's Affiliates, or its affiliate's directors, officers, employees, subcontractors or agents shall have, under have any legal theory liability of any type to the other (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of profits, opportunity or goodwill, or any type of special, incidental, punitive, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For Agreement or the avoidance of doubt, a claim by PharmaBio for commissions on Net Sales payable by Discovery hereunder or a claim by Discovery for payments pursuant to Section 3.1 Services. 9.5 Columbia shall not be limited in any way pursuant liable to LDS for Claims arising out of the statements or representations of Columbia employees with respect to the provisions set forth in Products to the preceding sentenceextent the statements or representations conform to the written or printed statements or representations made to Columbia and Columbia employees by LDS with respect to the Products.

Indemnification and Liability Limits. 7.1 PharmaBio 9.1 Innovex shall indemnify, defend and hold harmless DiscoveryTMC, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: any (i) material breach by PharmaBio (Innovex or its employees) employees of its obligations hereunderhereunder or under any Work Order; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio Innovex or its employees; and (iii) material violation by PharmaBio Innovex or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBioInnovex's obligations under this Agreement; exceptMaster Agreement or any Work Order, in each case, except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery TMC or its employees. 7.2 Discovery 9.2 TMC shall indemnify, defend and hold harmless PharmaBio Innovex, its Affiliates and its Affiliates and their respective directors, officers, employees and agents from and against any and all all Losses resulting from (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the ProductTMC Products by TMC or its agents; (ii) material breach by Discovery (TMC or its employees) employees of its obligations hereunderhereunder or under any Work Order; (iii) willful misconduct or grossly negligent acts or omissions of Discovery TMC or its employees; and (iv) material violation by Discovery TMC or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of DiscoveryTMC's obligations under this AgreementMaster Agreement or any Work Order, except, in each case, except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio Innovex or any of its employees. 7.3 In the event of a third party claim or lawsuit, the 9.3 The party seeking indemnification hereunder (the "Indemnified Party") shall give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim such claims, actions or lawsuit proceedings (including a copy thereof), provided that ; and the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with the Indemnifying Party and its legal representatives in the investigation and defense of any matter the which is subject of indemnificationan indemnification claim; provided, which defense however, that Indemnified Party's failure to comply with such obligations shall be managed by not constitute a breach of this Master Agreement nor relieve the Indemnifying Party in a mannerof its indemnification obligations pursuant to this Section 9, including the selection of legal counsel, reasonably acceptable except to the Indemnified extent, if any, that the Indemnifying Party's defense of the affected claim, action or proceeding actually was materially impaired thereby. Neither party shall settle or admit liability with respect to any Losses for which indemnification is sought without the prior written consent of the other party, which consent shall not be unreasonably with held or delayed. The Indemnifying Party may assume the defense of such claims, action or proceedings at its expense. In such event, the Indemnifying Party shall not be liable for legal expenses of the Indemnifying Party unless the Indemnified Party reasonably concludes that the parties have conflicting interests or defenses in which case the Indemnified Party shall not unreasonably withhold its approval be entitled to indemnification for reasonable fees and expenses of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Partycounsel. 7.4 9.4 Neither PharmaBio party, nor Discoverytheir respective Affiliates, nor any of such partyInnovex's Affiliates, or its Affliate's directors, officers, employees, subcontractors or agents of either party or their respective Affiliates shall have, under have any legal theory liability of any type (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Master Agreement. For , any Work Order, or the avoidance of doubtobligations performed by either party hereunder, a claim by PharmaBio for commissions on Net Sales payable by Discovery hereunder or a claim by Discovery for payments pursuant to Section 3.1 shall not be limited in under any way pursuant to the provisions set forth in the preceding sentenceWork Order.

Indemnification and Liability Limits. 7.1 PharmaBio shall indemnify, defend and hold harmless DiscoveryKos, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Kos or its employees. 7.2 Discovery Kos shall indemnify, defend and hold harmless PharmaBio and its Affiliates and their respective directors, officers, employees and agents from and against any and allall Losses resulting from: (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the ProductProducts; (ii) material breach by Discovery Kos (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Discovery Kos or its employees; and (iv) material violation by Discovery Kos or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Discovery's Kos' obligations under this Agreement, except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio or Innovex or any of its their employees. 7.3 In the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified Party") shall give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim or lawsuit (including a copy thereof), provided that the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with Indemnifying Party and its legal representatives in the investigation and defense of any matter the subject of indemnification, which defense shall be managed by the Indemnifying Party in a manner, including the selection of legal counsel, reasonably acceptable to the Indemnified Party. The Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Party. 7.4 Neither PharmaBio nor DiscoveryKos, nor any of such party's Affiliates, directors, officers, employees, subcontractors or agents shall have, under any legal theory (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Agreement. For the avoidance of doubt, a claim by PharmaBio for commissions royalties on Net Sales payable by Discovery Kos hereunder or a claim by Discovery Kos for payments pursuant to Section 3.1 shall not be limited in any way pursuant to the provisions set forth in the preceding sentence.

Indemnification and Liability Limits. 7.1 PharmaBio 9.1 Innovex shall indemnify, defend and hold harmless DiscoveryTMC, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: any (i) material breach by PharmaBio (Innovex or its employees) employees of its obligations hereunderhereunder or under any Work Order; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio Innovex or its employees; and (iii) material violation by PharmaBio Innovex or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBioInnovex's obligations under this Agreement; exceptMaster Agreement or any Work Order, in each case, except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery TMC or its employees. 7.2 Discovery 9.2 TMC shall indemnify, defend and hold harmless PharmaBio Innovex, its Affiliates and its Affiliates and their respective directors, officers, employees and agents from and against any and all all Losses resulting from (i) any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the ProductTMC Products by TMC or its agents; (ii) material breach by Discovery (TMC or its employees) employees of its obligations hereunderhereunder or under any Work Order; (iii) willful misconduct or grossly negligent acts or omissions of Discovery TMC or its employees; and (iv) material violation by Discovery TMC or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of DiscoveryTMC's obligations under this AgreementMaster Agreement or any Work Order, except, in each case, except to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of PharmaBio Innovex or any of its employees. 7.3 In the event of a third party claim or lawsuit, the 9.3 The party seeking indemnification hereunder (the "Indemnified Party") shall give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim such claims, actions or lawsuit proceedings (including a copy thereof), provided that ; and the failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to give such notice. The Indemnified Party and its employees shall fully cooperate with the Indemnifying Party and its legal representatives in the investigation and defense of any matter the which is subject of indemnificationan indemnification claim; provided, which defense however, that Indemnified Party's failure to comply with such obligations shall be managed by not constitute a breach of this Master Agreement nor relieve the Indemnifying Party in a mannerof its indemnification obligations pursuant to this Section 9, including the selection of legal counsel, reasonably acceptable except to the Indemnified extent, if any, that the Indemnifying Party's defense of the affected claim, action or proceeding actually was materially impaired thereby. Neither party shall settle or admit liability with respect to any Losses for which indemnification is sought without the prior written consent of the other party, which consent shall not be unreasonably with held or delayed. The Indemnifying Party may assume the defense of such claims, action or proceedings at its expense. In such event, the Indemnifying Party shall not be liable for legal expenses of the Indemnifying Party unless the Indemnified Party reasonably concludes that the parties have conflicting interests or defenses in which case the Indemnified Party shall not unreasonably withhold its approval be entitled to indemnification for reasonable fees and expenses of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided that such settlement does not include an admission or acknowledgement of liability or fault of the Indemnified Partycounsel. 7.4 9.4 Neither PharmaBio party, nor Discoverytheir respective Affiliates, nor any of such partyInnovex's Affiliates, or its Affliate's directors, officers, employees, subcontractors or agents of either party or their respective Affiliates shall have, under have any legal theory liability of any type (including, but not limited to, contract, negligence and tort liability), any liability to any other party hereto for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss, in connection with or arising out of this Master Agreement, any Work Order, or the obligations performed by either party hereunder, under any Work Order. For the avoidance of doubt, a claim by PharmaBio for commissions on Net Sales payable by Discovery hereunder or a claim by Discovery for payments pursuant to Section 3.1 shall not be limited in any way pursuant to the provisions set forth in the preceding sentenceCONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.