Common use of Indemnification and Liability Limits Clause in Contracts

Indemnification and Liability Limits. (a) Company shall indemnify, defend and hold harmless Quintiles 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 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 under this Master Agreement or any Work Order shall not exceed the aggregate amount of compensation specified in the Work Order affected by the incident in question.

Indemnification and Liability Limits. (a) Company 7.1 PharmaBio shall indemnify, defend and hold harmless Quintiles and Discovery, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Quintiles Indemnified Party") agents from and against any and all actual losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable legal attorneys' fees and expenses, court costs) (collectively, "Quintiles Losses"), resulting from any: (i) material breach by PharmaBio (or arising from third party claimsits 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, actionscounty, proceedings `state or litigation arising from federal laws, rules or in connection with any such Quintiles Indemnified Party's regulations applicable to the performance of PharmaBio's obligations under this Master Agreement; except, any Work Order or the Services contemplated herein (including without limitation any product liability claim) save in each case, to the extent such losses Losses are determined to have resulted solely from the gross negligence or intentional willful misconduct of the Quintiles Indemnified Party seeking indemnity hereunderDiscovery or its employees. (b) Quintiles 7.2 Discovery shall indemnify, defend and hold harmless Company PharmaBio and its corporate affiliates and its Affiliates and their respective directors, officers officers, employees and employees (each a "Company Indemnified Party") agents from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses all (collectively, "Company Losses"i) resulting or 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 actionmunicipal, proceedingscounty, state or litigation federal laws, rules or regulations applicable to the performance of Discovery's obligations under this Agreement, except, in each case, to the extent that such Company Losses are determined to have resulted solely from the gross negligence or intentional willful misconduct of a Quintiles Indemnified PartyPharmaBio or any of its employees. (c) The 7.3 In the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified ParryParty") shall (a) promptly notify give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claimclaim or lawsuit (including a copy thereof), action, proceeding for which 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 seeks indemnification; (b) 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 fully with the Indemnifying Party and its legal representatives in the investigation and defense of any claimmatter the subject of indemnification, action or proceedings; and (c) 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 or proceeding by Indemnifying Party covered by this indemnification provision. The Indemnifying Party's failure to comply with its obligations under this provision shall ; provided that such settlement does not constitute a breach include an admission or acknowledgement 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 liability or settlement fault of the affected claim, action or proceeding was actually and materially impaired therebyIndemnified Party. (d) 7.4 Neither party, PharmaBio nor its affiliatesDiscovery, nor any of its such party's Affiliates, directors, officers, employees, subcontractors or their respective Representatives agents shall have have, under any liability for any special, incidental, or consequential damages, legal theory (including, but not limited to, contract, negligence and tort liability), any liability to the any other party hereto for any loss of opportunity, loss of the use of any data opportunity or information supplied hereundergoodwill, or loss any type of revenue special, incidental, indirect or profitconsequential damage or loss, in connection with or arising out of this Master Agreement. For the avoidance of doubt, any Work Order, the Services performed a claim by Quintiles PharmaBio for commissions on Net Sales payable by Discovery hereunder or the existence, furnishing, functioning, or Company's use of any information, documentation or Services provided a claim by Discovery for payments 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 under this Master Agreement or any Work Order Section 3.1 shall not exceed be limited in any way pursuant to the aggregate amount of compensation specified provisions set forth in the Work Order affected by the incident in questionpreceding sentence.

Indemnification and Liability Limits. (a) Company [***] 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 Quintiles and Columbia, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Quintiles Indemnified Party") agents from and against any and all actual losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable legal attorneys' fees and expenses, court costs) (collectively, "Quintiles Losses"), resulting from any (i) breach by Innovex or arising from third party claimsits employees of its obligations hereunder; (ii) willful misconduct or negligent acts or omissions of Innovex or its employees; and (iii) violation by Innovex or its employees of any municipal, actionscounty, proceedings `state or litigation arising from federal laws, rules or in connection with any such Quintiles Indemnified Party's regulations applicable to the performance of Innovex's obligations under this Master Agreement, Agreement or any Work Order 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 Services contemplated herein 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); (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 any product liability claim) save 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 except to the extent such losses Losses are determined to have resulted solely from the negligence or intentional willful misconduct of the Quintiles Indemnified Party seeking indemnity hereunderColumbia or its employees. (b) Quintiles 9.2 Columbia shall indemnify, defend and hold harmless Company and Innovex, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Company Indemnified Party") agents from and against any and all actual lossesLosses resulting from (i) the manufacture, damagesstorage, liabilitiespackaging, reasonable legal fees production, transportation, distribution, sale or other disposition of the Products by Columbia or its agents; (ii) breach by Columbia or its employees of its obligations hereunder; (iii) willful misconduct or negligent acts or omissions of Columbia or its employees; and expenses (collectivelyiv) violation by Columbia or its employees of any municipal, "Company Losses") resulting county, state or arising from federal laws, rules or regulations applicable to the performance of Columbia's obligations under this Master Agreement or any action, proceedings, or litigation Work Order; in each case except to the extent that such Company Losses are determined to have resulted solely from the negligence or intentional willful misconduct of a Quintiles Indemnified PartyInnovex or its employees. (c) 9.3 The party seeking indemnification hereunder (the "Indemnified ParryParty") shall shall: (a) promptly notify give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claim, action, proceeding for which the Indemnified Party seeks indemnificationsuch claim or law suit (including a copy thereof); (b) cooperate fully with the Indemnifying Party and its legal representatives in the investigation and defense of any claim, action or proceedingsmatter the subject of indemnification; and (c) shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action or proceeding by Indemnifying Party covered by this indemnification Indemnification provision. The Indemnifying ; provided, however, that Indemnified Party's failure to comply with its obligations under pursuant to [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. this provision Section 9.3 shall not constitute a breach of this Master Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunderpursuant to Section 9, except to the extent, if any, that the Indemnifying Party's defense or settlement of the affected claim, action or proceeding actually was actually and materially impaired thereby. (d) 9.4 Neither party, nor its affiliatesAffiliates, nor any of a party's or its Affiliate's directors, officers, employees, subcontractors or their respective Representatives agents shall have any liability for of any special, incidental, or consequential damages, type to the other (including, but not limited to the to, contract, negligence and tort liability), for any loss of opportunityprofits, loss of the use of any data opportunity or information supplied hereundergoodwill, or loss any type of revenue special, incidental, indirect or profitconsequential damage or loss, in connection with or arising out of this Master Agreement, any Work Order, or the Services performed by Quintiles hereunder Innovex hereunder. 9.5 Innovex shall not be liable to Columbia for claims 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 losses arising out of the possibility statements or representations of such damages. In addition, except in instances of gross negligence Innovex employees with respect to Columbia Products to the extent the statements or intentional misconduct, representations conform to the collective, aggregate liability of Quintiles written or printed statements or representations made to Innovex and its affiliates and its and their respective directors, officers, Innovex employees and agents under this Master Agreement or any Work Order shall not exceed by Columbia with respect to the aggregate amount of compensation specified in the Work Order affected by the incident in questionColumbia Products.

Indemnification and Liability Limits. (a) Company 9.1 Members of the Quintiles Group, jointly and severally, shall indemnify, defend and hold harmless Quintiles and Scios, 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 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 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) breach by Innovex or PharmaBio (or either of their employees) of its obligations hereunder; (ii) willful misconduct or negligent acts or omissions of Innovex or its employees; and (iii) violation by Innovex or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Innovex’s obligations under this Master Agreement except to the extent such Losses are determined to have resulted from the negligence or willful misconduct of Scios or its employees. 9.2 Scios shall indemnify, defend and hold harmless members of the Quintiles Group and their respective directors, officers, employees and agents from and against any and 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 Products by Scios or its agents; (ii) breach by Scios or its employees of its obligations hereunder; (iii) willful misconduct or negligent acts or omissions of Scios or its employees; and (iv) violation by Scios or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Scios’s obligations under this Agreement, except to the extent such Losses are determined to have resulted from the negligence or willful misconduct of any member of the Quintiles Group or any of their employees. 9.3 The party seeking indemnification hereunder (the “Indemnified Party”) shall: (a) give the party obligated to indemnify (the “Indemnifying Party”) prompt written notice of any such claim or law suit (including a copy thereof); (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; 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. 9.4 Neither Innovex, PharmaBio, or Scios, 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 or any Work Order the Services performed by Innovex hereunder or the funding commitments of PharmaBio or the activities of Scios hereunder. 9.5 Innovex shall not exceed be liable to Scios for claims or losses arising out of the aggregate amount statements or representations of compensation specified in Innovex employees with respect to the Work Order affected Product to the extent 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 incident in questionProduct.

Indemnification and Liability Limits. (a) Company 9.1 Innovex shall indemnify, defend and hold harmless Quintiles and TMC, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Quintiles Indemnified Party") agents from and against any and all actual losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable legal attorneys' fees and expenses, court costs) (collectively, "Quintiles Losses"), resulting from any (i) breach by Innovex or arising from third party claimsits employees of its obligations hereunder or under any Work Order; (ii) willful misconduct or negligent acts or omissions of Innovex or its employees; and (iii) violation by Innovex or its employees of any municipal, actionscounty, proceedings `state or litigation arising from federal laws, rules or in connection with any such Quintiles Indemnified Party's regulations applicable to the performance of Innovex's obligations under this Master Agreement, Agreement or any Work Order or the Services contemplated herein (including without limitation any product liability claim) save Order, except to the extent such losses Losses are determined to have resulted solely from the negligence or intentional willful misconduct of the Quintiles Indemnified Party seeking indemnity hereunderTMC or its employees. (b) Quintiles 9.2 TMC shall indemnify, defend and hold harmless Company and Innovex, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Company Indemnified Party") agents from and against any and all actual lossesLosses resulting from (i) the manufacture, damagesstorage, liabilitiespackaging, reasonable legal fees production, transportation, distribution, sale or other disposition of the TMC Products by TMC or its agents; (ii) breach by TMC or its employees of its obligations hereunder or under any Work Order; (iii) willful misconduct or negligent acts or omissions of TMC or its employees; and expenses (collectivelyiv) violation by TMC or its employees of any municipal, "Company Losses") resulting county, state or arising from federal laws, rules or regulations applicable to the performance of TMC's obligations under this Master Agreement or any actionWork Order, proceedings, or litigation except to the extent that such Company Losses are determined to have resulted solely from the negligence or intentional willful misconduct of a Quintiles Indemnified PartyInnovex or its employees. (c) 9.3 The party seeking indemnification hereunder (the "Indemnified ParryParty") shall (a) promptly notify give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claimsuch claims, action, proceeding for which actions or proceedings (including a copy thereof); and the Indemnified Party seeks indemnification; (b) and its employees shall fully cooperate fully with the Indemnifying Party and its legal representatives in the investigation and defense of any matter which is subject of an indemnification claim; provided, action or proceedings; and (c) shall not unreasonably withhold its approval of the settlement of any claimhowever, action or proceeding by Indemnifying Party covered by this indemnification provision. The Indemnifying that Indemnified Party's failure to comply with its such obligations under this provision shall not constitute a breach of this Master Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunderpursuant to this Section 9, except to the extent, if any, that the Indemnifying Party's defense or settlement of the affected claim, action or proceeding actually was actually and 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 be entitled to indemnification for reasonable fees and expenses of counsel. (d) 9.4 Neither party, nor its affiliatestheir respective Affiliates, nor any of Innovex's or its Affliate's directors, officers, employees, subcontractors or agents of either party or their respective Representatives Affiliates shall have any liability for of any special, incidental, or consequential damages, type (including, but not limited to the to, contract, negligence and tort liability), for any loss of opportunityprofits, loss of the use of any data opportunity or information supplied hereundergoodwill, or loss any type of revenue special, incidental, indirect or profitconsequential damage or loss, in connection with or arising out of this Master Agreement, any Work Order, or the Services obligations performed by Quintiles hereunder or the existenceeither party hereunder, furnishing, functioning, or Company's use of any information, documentation or Services provided pursuant to this Master Agreement or under 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 under this Master Agreement or any Work Order shall not exceed the aggregate amount of compensation specified in the Work Order affected by the incident in questionCONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Indemnification and Liability Limits. (a) Company 7.1 PharmaBio shall indemnify, defend and hold harmless Quintiles and Columbia, 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 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 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) 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) 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 Master Agreement Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Columbia or its employees. 7.2 Columbia shall indemnify, defend and hold harmless PharmaBio, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all Losses resulting from any: (i) third party claim arising from the manufacture, storage, handling, packaging, labeling, production, transportation, distribution, marketing, testing, use, sale or other disposition of the Products; (ii) breach by Columbia (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Columbia or its employees; and (iv) violation by Columbia or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of 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 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 Columbia, 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 Work Order 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 royalties on Net Sales payable by Columbia hereunder or a claim by Columbia for payments pursuant to Section 2.1 shall not exceed be limited in any way pursuant to the aggregate amount of compensation specified provisions set forth in the Work Order affected by the incident in questionpreceding sentence.

Indemnification and Liability Limits. (a) Company 8.1 PharmaBio shall indemnify, defend and hold harmless Quintiles and Pilot, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Quintiles Indemnified Party") agents from and against any and all actual losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable legal attorneys' fees and expenses, court costs) (collectively, "Quintiles Losses"), resulting from any: (i) breach by PharmaBio (or arising from third party claimsits employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) violation by PharmaBio or its employees of any municipal, actionscounty, proceedings `state or litigation arising from federal laws, rules or in connection with any such Quintiles Indemnified Party's regulations applicable to the performance of PharmaBio's obligations under this Master Agreement; except, any Work Order or the Services contemplated herein (including without limitation any product liability claim) save in each case, to the extent such losses Losses are determined to have resulted solely from the negligence or intentional willful misconduct of the Quintiles Indemnified Party seeking indemnity hereunderPilot or its employees. (b) Quintiles 8.2 Pilot shall indemnify, defend and hold harmless Company PharmaBio and its corporate affiliates and its Affiliates and their respective directors, officers officers, employees and employees (each a "Company Indemnified Party") agents from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses Losses resulting from: (collectively, "Company Losses"i) resulting or any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the Product; (ii) breach by Pilot (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Pilot or its employees; and (iv) violation by Pilot or its employees of any actionmunicipal, proceedingscounty, state or litigation federal laws, rules or regulations applicable to the performance of Pilot's obligations under this Agreement, except, in each case, to the extent that such Company Losses are determined to have resulted solely from the negligence or intentional willful misconduct of a Quintiles Indemnified PartyPharmaBio or any of its employees. (c) The 8.3 In the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified ParryParty") shall (a) promptly notify give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claimclaim or lawsuit (including a copy thereof), action, proceeding for which 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 seeks indemnification; (b) 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 fully with the Indemnifying Party and its legal representatives in the investigation and defense of any claimmatter the subject of indemnification, action or proceedings; and (c) 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 or proceeding by Indemnifying Party covered by this indemnification provision. The Indemnifying Party's failure to comply with its obligations under this provision shall ; provided that such settlement does not constitute a breach include an admission or acknowledgement 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 liability or settlement fault of the affected claim, action or proceeding was actually and materially impaired therebyIndemnified Party. (d) 8.4 Neither party, PharmaBio nor its affiliatesPilot, nor any of its such party's Affiliates, directors, officers, employees, subcontractors or their respective Representatives agents shall have have, under any liability for any special, incidental, or consequential damages, legal theory (including, but not limited to, contract, negligence and tort liability), any liability to the any other party hereto for any loss of opportunity, loss of the use of any data opportunity or information supplied hereundergoodwill, or loss any type of revenue special, incidental, indirect or profitconsequential damage or loss, in connection with or arising out of this Master Agreement. For the avoidance of doubt, a claim by PharmaBio for royalties on Net Sales payable by Pilot hereunder shall not be limited in 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 way 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 under this Master Agreement or any Work Order shall not exceed the aggregate amount of compensation specified provisions set forth in the Work Order affected by the incident in questionpreceding sentence.

Indemnification and Liability Limits. (a) Company 9.1 Innovex shall indemnify, defend and hold harmless Quintiles and TMC, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Quintiles Indemnified Party") agents from and against any and all actual losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable legal attorneys' fees and expenses, court costs) (collectively, "Quintiles Losses"), resulting from any (i) breach by Innovex or arising from third party claimsits employees of its obligations hereunder or under any Work Order; (ii) willful misconduct or negligent acts or omissions of Innovex or its employees; and (iii) violation by Innovex or its employees of any municipal, actionscounty, proceedings `state or litigation arising from federal laws, rules or in connection with any such Quintiles Indemnified Party's regulations applicable to the performance of Innovex's obligations under this Master Agreement, Agreement or any Work Order or the Services contemplated herein (including without limitation any product liability claim) save Order, except to the extent such losses Losses are determined to have resulted solely from the negligence or intentional willful misconduct of the Quintiles Indemnified Party seeking indemnity hereunderTMC or its employees. (b) Quintiles 9.2 TMC shall indemnify, defend and hold harmless Company and Innovex, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Company Indemnified Party") agents from and against any and all actual lossesLosses resulting from (i) the manufacture, damagesstorage, liabilitiespackaging, reasonable legal fees production, transportation, distribution, sale or other disposition of the TMC Products by TMC or its agents; (ii) breach by TMC or its employees of its obligations hereunder or under any Work Order; (iii) willful misconduct or negligent acts or omissions of TMC or its employees; and expenses (collectivelyiv) violation by TMC or its employees of any municipal, "Company Losses") resulting county, state or arising from federal laws, rules or regulations applicable to the performance of TMC's obligations under this Master Agreement or any actionWork Order, proceedings, or litigation except to the extent that such Company Losses are determined to have resulted solely from the negligence or intentional willful misconduct of a Quintiles Indemnified PartyInnovex or its employees. (c) 9.3 The party seeking indemnification hereunder (the "Indemnified ParryParty") shall (a) promptly notify give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claimsuch claims, action, proceeding for which actions or proceedings (including a copy thereof); and the Indemnified Party seeks indemnification; (b) and its employees shall fully cooperate fully with the Indemnifying Party and its legal representatives in the investigation and defense of any matter which is subject of an indemnification claim; provided, action or proceedings; and (c) shall not unreasonably withhold its approval of the settlement of any claimhowever, action or proceeding by Indemnifying Party covered by this indemnification provision. The Indemnifying that Indemnified Party's failure to comply with its such obligations under this provision shall not constitute a breach of this Master Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunderpursuant to this Section 9, except to the extent, if any, that the Indemnifying Party's defense or settlement of the affected claim, action or proceeding actually was actually and 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 be entitled to indemnification for reasonable fees and expenses of counsel. (d) 9.4 Neither party, nor its affiliatestheir respective Affiliates, nor any of Innovex's or its Affliate's directors, officers, employees, subcontractors or agents of either party or their respective Representatives Affiliates shall have any liability for of any special, incidental, or consequential damages, type (including, but not limited to the to, contract, negligence and tort liability), for any loss of opportunityprofits, loss of the use of any data opportunity or information supplied hereundergoodwill, or loss any type of revenue special, incidental, indirect or profitconsequential damage or loss, in connection with or arising out of this Master Agreement, any Work Order, or the Services obligations performed by Quintiles hereunder or the existenceeither party hereunder, furnishing, functioning, or Company's use of any information, documentation or Services provided pursuant to this Master Agreement or under 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 under this Master Agreement or any Work Order shall not exceed the aggregate amount of compensation specified in the Work Order affected by the incident in question.

Indemnification and Liability Limits. (a) Company shall indemnify, defend and hold harmless Quintiles 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) 8.1 Quintiles shall indemnify, defend and hold harmless Company and BDSI, its corporate affiliates and its Affiliates and their directors, officers and employees (each a "Company Indemnified Party") Representatives from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses *** (collectively, "Company “Losses") ”), joint or several, resulting or arising from any action, proceedings, or litigation *** to the extent that resulting from or arising out of any ***; all except to the extent such Company Losses resulted from *** of BDSI, 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 ***; all except to the extent such Losses are determined to have resulted solely from the negligence *** of Quintiles or intentional misconduct of a Quintiles Indemnified Partyits employees. (c) 8.3 The party seeking indemnification hereunder (the "“Indemnified Parry"Party”) shall shall: (a) promptly notify give the party obligated to indemnify (the "“Indemnifying Party"”) *** notice of any claim, action, proceeding for which the Indemnified Party seeks indemnificationsuch claim or law suit (including a copy thereof); (b) Indemnified Party and its employees shall fully cooperate fully with the Indemnifying Party and its legal representatives in the investigation and defense of any claim, action or proceedingsmatter the subject of indemnification; and (c) Indemnified Party shall not unreasonably withhold its approval of the settlement of any such claim, liability, or action or proceeding by Indemnifying Party covered by this indemnification Indemnification provision. The Indemnifying ; provided, however, that Indemnified Party's ’s failure to comply with its obligations under this provision pursuant to Section 8.3 shall not constitute a breach of this Master Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunderpursuant to Section 9, except to the extent, if any, that the Indemnifying Party's ’s defense or settlement of the affected claim, action or proceeding actually was actually and materially impaired thereby. 8.4 SHALL HAVE *** FOR ANY ***. IN ADDITION, IN NO EVENT SHALL THE COLLECTIVE, AGGREGATE LIABILITY *** OF ***, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS OR AGENTS UNDER THIS AGREEMENT ***. 8.5 Quintiles shall not be liable to BDSI for claims or losses arising out of the statements or representations of Quintiles 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 (din manner, substance and form) Neither partyto 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, nor its affiliates, nor any of its Affiliates or their respective Representatives shall have is served with or becomes subject to any liability for any specialsubpoena, incidentalorder, judgment, complaint, proceeding, enforcement or consequential damagesother legal process (each, includinga “Legal Proceeding”) to which BDSI is a party or subject, but not limited Quintiles is not, which Legal Proceeding seeks from Quintiles disclosure of any documents or information related to the loss 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 Legal Proceeding is not the result of opportunity, loss of the use of or arises from any data negligence or information supplied hereunder, misconduct or loss of revenue or profit, in connection with or arising out breach 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 under this Master Agreement or and/or any Work Order shall not exceed the aggregate amount by Quintiles, any of compensation specified in the Work Order affected by the incident in questionits Affiliates or their Representatives.

Indemnification and Liability Limits. (a) Company 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 Quintiles LDS and its corporate affiliates and its and their respective officers, directors, officers employees, independent contractors, agents, and employees (each a "Quintiles Indemnified Party") assigns harmless from and against any and all actual actions claims, demands, proceedings, suits, losses, damages, liabilitiescosts and expenses (including reasonable attorneys' fees) of whatsoever kind or nature (including but not limiting the generality of the foregoing, reasonable legal fees and expensesin respect of death, injury, loss or damage to any person or property) (collectively, "Quintiles LossesCLAIMS"), resulting ) arising in any way out of or arising from third party claims, actions, proceedings `connected with: (i) any material breach by Columbia of its obligations hereunder; (ii) the willful misconduct or litigation arising from negligent acts or omissions of Columbia in connection with the Services; and (iii) any such Quintiles Indemnified Party's violation by Columbia of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Columbia's obligations under this Master Agreement, any Work Order or the Services contemplated herein (including without limitation any product liability claim) save Agreement in each case except to the extent such losses Claims are determined to have resulted solely from the negligence or intentional willful misconduct of the Quintiles Indemnified Party seeking indemnity hereunderLDS or its employees. (b) Quintiles 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 indemnifydefend, defend indemnify and hold harmless Company Columbia and its corporate affiliates and its and their respective officers, directors, officers employees, independent contractors, agents and employees (each a "Company Indemnified Party") assigns harmless from and against any and all actual lossesClaims arising out of or connected with: (i) the manufacture, damagesstorage, liabilitiespackaging, reasonable legal fees and expenses production, transportation, distribution, sale or other disposition of any of the Products by LDS or its agents; (collectivelyii) 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, "Company Losses") resulting county, state or arising from any actionfederal laws, proceedings, rules or litigation regulations applicable to the performance of LDS's obligations under this Agreement; in each case except to the extent that such Company Losses Claims are determined to have resulted solely from the negligence or intentional willful misconduct of Columbia or its employees and (v) any action, suit, claim, proceeding, obligation, judgment, threat or charge based on a Quintiles Indemnified Partyclaim that any of the Products infringes any patent, copyright, trademark, trade secret or other proprietary or contractual right or obligation, of any third party. 9.3 The parties agree that: (a) the 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 Claim, the indemnified party shall have the right to undertake the defense of any such Claim at the expense and for the account of the indemnifying party and the indemnifying party shall pay all such expenses within 30 days of the receipt of any invoice with respect thereto; (b) the indemnified party shall promptly notify the indemnifying party of all such Claims and shall not make any admissions regarding them unless legally required to do so; (c) The the indemnified party seeking indemnification hereunder (shall, at the "Indemnified Parry") shall (a) promptly notify indemnifying party's expense, provide the indemnifying party obligated to indemnify (the "Indemnifying Party") of any claim, action, proceeding for which the Indemnified Party seeks indemnificationwith reasonable assistance in connection with such claims; (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[***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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.EXECUTION DOCUMENTS (d) each party shall advise the other of any defect, error, fault or failure with respect to the Products, or even the possibility of such defect, error, fault or failure, if reasonably likely, within a reasonable time after learning of the 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 Claim, and not less than every 60 days shall provide the indemnified party with a written status report on the Claim. 9.4 Neither party, nor its affiliates, nor any of a party's or its affiliate's directors, officers, employees, subcontractors or their respective Representatives agents shall have any liability for of any special, incidental, or consequential damages, type to the other (including, but not limited to the to, contract, negligence and tort liability), for any loss of opportunityprofits, loss of the use of any data opportunity or information supplied hereundergoodwill, or loss any type of revenue special, incidental, punitive, indirect or profitconsequential damage or loss, in connection with or arising out of this Master Agreement, any Work Order, the Services performed by Quintiles hereunder Agreement or the existence, furnishing, functioning, or Company's use of any information, documentation or Services provided pursuant Services. 9.5 Columbia shall not be liable to this Master Agreement or any Work Order, even if the other party shall have been advised LDS for Claims arising out of the possibility statements or representations of such damages. In addition, except in instances of gross negligence Columbia employees with respect to the Products to the extent the statements or intentional misconduct, representations conform to the collective, aggregate liability of Quintiles written or printed statements or representations made to Columbia and its affiliates and its and their respective directors, officers, Columbia employees and agents under this Master Agreement or any Work Order shall not exceed by LDS with respect to the aggregate amount of compensation specified in the Work Order affected by the incident in questionProducts.

Indemnification and Liability Limits. (a) Company 7.1 PharmaBio shall indemnify, defend and hold harmless Quintiles and Kos, its corporate affiliates Affiliates and its and their respective directors, officers officers, employees and employees (each a "Quintiles Indemnified Party") agents from and against any and all actual losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable legal attorneys' fees and expenses, court costs) (collectively, "Quintiles Losses"), resulting from any: (i) breach by PharmaBio (or arising from third party claimsits employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) violation by PharmaBio or its employees of any municipal, actionscounty, proceedings `state or litigation arising from federal laws, rules or in connection with any such Quintiles Indemnified Party's regulations applicable to the performance of PharmaBio's obligations under this Master Agreement; except, any Work Order or the Services contemplated herein (including without limitation any product liability claim) save in each case, to the extent such losses Losses are determined to have resulted solely from the gross negligence or intentional willful misconduct of the Quintiles Indemnified Party seeking indemnity hereunderKos or its employees. (b) Quintiles 7.2 Kos shall indemnify, defend and hold harmless Company PharmaBio and its corporate affiliates and its Affiliates and their respective directors, officers officers, employees and employees (each a "Company Indemnified Party") agents from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses Losses resulting from: (collectively, "Company Losses"i) resulting or any third party claim arising from the manufacture, storage, packaging, production, transportation, distribution, use, sale or other disposition of the Products; (ii) breach by Kos (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Kos or its employees; and (iv) violation by Kos or its employees of any actionmunicipal, proceedingscounty, state or litigation federal laws, rules or regulations applicable to the performance of Kos' obligations under this Agreement, except, in each case, to the extent that such Company Losses are determined to have resulted solely from the gross negligence or intentional willful misconduct of a Quintiles Indemnified PartyPharmaBio or Innovex or any of their employees. (c) The 7.3 In the event of a third party claim or lawsuit, the party seeking indemnification hereunder (the "Indemnified ParryParty") shall (a) promptly notify give the party obligated to indemnify (the "Indemnifying Party") prompt written notice of any claimclaim or lawsuit (including a copy thereof), action, proceeding for which 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 seeks indemnification; (b) 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 fully with the Indemnifying Party and its legal representatives in the investigation and defense of any claimmatter the subject of indemnification, action or proceedings; and (c) 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 or proceeding by Indemnifying Party covered by this indemnification provision. The Indemnifying Party's failure to comply with its obligations under this provision shall ; provided that such settlement does not constitute a breach include an admission or acknowledgement 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 liability or settlement fault of the affected claim, action or proceeding was actually and materially impaired therebyIndemnified Party. (d) 7.4 Neither party, PharmaBio nor its affiliatesKos, nor any of its such party's Affiliates, directors, officers, employees, subcontractors or their respective Representatives agents shall have have, under any liability for any special, incidental, or consequential damages, legal theory (including, but not limited to, contract, negligence and tort liability), any liability to the any other party hereto for any loss of opportunity, loss of the use of any data opportunity or information supplied hereundergoodwill, or loss any type of revenue special, incidental, indirect or profitconsequential damage or loss, in connection with or arising out of this Master Agreement. For the avoidance of doubt, any Work Order, the Services performed a claim by Quintiles PharmaBio for royalties on Net Sales payable by Kos hereunder or the existence, furnishing, functioning, or Company's use of any information, documentation or Services provided a claim by Kos for payments 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 under this Master Agreement or any Work Order Section 3.1 shall not exceed be limited in any way pursuant to the aggregate amount of compensation specified provisions set forth in the Work Order affected by the incident in questionpreceding sentence.

Indemnification and Liability Limits. (a) Company 9.1 PharmaBio shall indemnify, defend and hold harmless Quintiles and Columbia, 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 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 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) 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) violation by PharmaBio or its employees of any Laws applicable to the performance of PharmaBio's obligations under this Master Agreement Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Columbia or its employees. 9.2 Columbia shall indemnify, defend and hold harmless PharmaBio, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all Losses resulting from any: (i) 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) breach by Columbia (or its employees) of its obligations hereunder; (iii) willful misconduct or grossly negligent acts or omissions of Columbia or its employees; and (iv) violation by Columbia or its employees of any Laws applicable to the performance of 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 its employees. 9.3 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. 9.4 Neither PharmaBio nor Columbia, 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 Work Order 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 royalties on Net Sales payable by Columbia hereunder or a claim by Columbia for payments pursuant to Section 2.1 shall not exceed be limited in any way pursuant to the aggregate amount of compensation specified provisions set forth in the Work Order affected by the incident in questionpreceding sentence.