Common use of Indemnification by Catalent Clause in Contracts

Indemnification by Catalent. Catalent shall indemnify and hold harmless Client, its Affiliates, and their respective directors, officers, employees and agents (“Client Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party (“Losses”) arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; (B) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by intellectual property or other information by any Catalent IP or Background Catalent IP used by Catalent hereunder in its performance of this Agreement; or (C) any negligence, recklessness or willful misconduct by Catalent; in each case except to the extent that any of the foregoing arises out of or results from any Client Indemnitee’s negligence, recklessness, willful misconduct or breach of this Agreement.

Appears in 2 contracts

Samples: Quality Agreement, Quality Agreement (Intermune Inc)

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Indemnification by Catalent. Catalent shall indemnify and hold harmless Client, its Affiliates, and their respective directors, officers, officers and employees and agents (“Client Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party (“Losses”) to the extent arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by intellectual property that directly results from Catalent’s use of Catalent IP, Catalent Confidential Information or any other information by any Catalent IP manufacturing method or Background Catalent IP used equipment supplied by Catalent hereunder in its the performance of its activities under this Agreement; Agreement or (C) any negligence, recklessness negligence or willful misconduct by Catalent; in each case except to the extent that any of the foregoing arises out of or results from any Client Indemnitee’s negligence, recklessness, willful misconduct or breach of this Agreement.

Appears in 2 contracts

Samples: Commercial Supply Agreement (Lexicon Pharmaceuticals, Inc.), Commercial Supply Agreement (Lexicon Pharmaceuticals, Inc.)

Indemnification by Catalent. Catalent shall indemnify and hold harmless Client, its Affiliates, and their respective directors, officers, officers and employees and agents (“Client Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party (“Losses”) arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by intellectual property or other information by any Catalent IP arising from the performance of services or Background Catalent IP used Processing of the Product by Catalent hereunder in its performance of this Agreement; hereunder, or (C) any negligence, recklessness negligence or willful misconduct by Catalent; in each case except to the extent that any of the foregoing arises out of or results from any Client Indemnitee’s negligence, recklessness, willful misconduct or breach of this Agreement.. 13.2

Appears in 1 contract

Samples: Supply Agreement

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Indemnification by Catalent. Catalent shall indemnify and hold harmless Client, its Affiliates, and their respective directors, officers, officers and employees and agents (“Client Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party (“Losses”) arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by intellectual property or other information by any Catalent IP arising from the performance of services or Background Catalent IP used Processing of the Product by Catalent hereunder in its performance of this Agreement; hereunder, or (C) any negligence, recklessness negligence or willful misconduct by Catalent; in each case except to the extent that any of the foregoing arises out of or results from any Client Indemnitee’s negligence, recklessness, willful misconduct or breach of this Agreement.

Appears in 1 contract

Samples: Commercial Supply Agreement (Adamas Pharmaceuticals Inc)

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