Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. Client agrees to defend and indemnify Patheon, its Affiliates and their officers, employees, and agents against all losses, damages, costs, expenses (including reasonable attorneys’ fees), claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) resulting from, or relating to any claim of infringement or alleged infringement of any third party rights, including any claim of infringement or alleged infringement of any intellectual property rights of third parties, in the Products, in the performance of Services, on the Specifications, or any portion thereof (except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or any claim of personal or bodily injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheon.

Indemnification by Client. Client agrees to shall indemnify, defend and indemnify Patheon, its Affiliates and their officers, employeeshold harmless Service Provider, and agents against all lossesits directors, damages, costs, expenses (including reasonable attorneys’ fees), claims, demands, judgments officers and liability to, employees from and in favour of third parties (other than Affiliates) resulting from, or relating to against any claim of infringement or alleged infringement of and all claims and Losses arising from any third party rightsclaim (including claims by Service Users, including any claim of infringement or alleged infringement of any intellectual property rights of third partiesClient personnel, in the Products, in the performance of Services, on the Specifications, or any portion thereof (except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or any claim of personal or bodily injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgmentsClient Representatives, and liability are due to the negligence Service Provider personnel and Service ---------- * Confidential information has been omitted. Provider Representatives) based upon or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon willresulting from: (a) promptly notify Claims by Client Representatives resulting from any breach or default by Client in the performance of the claimClient's obligations under agreements with Client Representatives; (b) use commercially reasonable efforts to mitigate Claims by Third Party Vendors under Assigned Agreements or Managed Agreements resulting from any breach of Client's duties or obligations arising out of or in connection with the effects of the claimAssigned Agreements and Managed Agreements; (c) reasonably cooperate Client's breach of its obligations under [***]* of this Agreement; (d) a claim of Intellectual Property infringement asserted against Service Provider caused by use by Service Provider in accordance with Client in the defense this Agreement of the claimClient Intellectual Property (except for New Intellectual Property), Client Software, the Client Machines and any other tangible materials provided by Client or Client Representatives; provided, however, that Client shall have no obligation with respect to any Losses to the extent the same arise out of or in connection with Service Provider's or Service Provider Representative's modification of the Client Proprietary Software or the Client Third Party Software or Service Provider's or Service Provider Representatives combination, operation or use with devices, data or programs not furnished by Client or Client Representatives. (e) any amounts, including taxes, interest and penalties, assessed against Service Provider that are the obligation of Client pursuant to [***]*; (f) bodily injury (including death) or loss or damage to tangible property resulting from Client's or Client Representative's willful or negligent acts or omissions; (g) all claims that Client used or disclosed, or caused or permitted to be used or disclosed Service Provider's Confidential Information or Client Data or Client Confidential Information, contrary to the terms of this Agreement; or that Client failed to maintain an effective information security program to protect the security and confidentiality of Service Provider Confidential Information, Client Data and Client Confidential Information as required by this Agreement; or that Client failed to comply with the terms of this Agreement regarding Service Provider Confidential Information, Client Data or Client Confidential Information; and (dh) permit all claims asserted by any Transitioned Employees arising out of their employment or separation of employment with Client; all claims by any Client to control the defense and settlement employees arising from Client's breach of the claim[***]*, all at or Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement 's breach of such claim its employment policies or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheonplans.

Indemnification by Client. Client agrees to will indemnify, defend and indemnify Patheonhold harmless Accenture, its Accenture Affiliates and their officers, respective employees, principals (partners, shareholders or other holders of an ownership interest, as the case may be) and agents against all losses, damages, costs, expenses (including reasonable attorneys’ fees), claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) resulting from, or relating to against any claim of infringement or alleged infringement of any third party rights, including any claim of infringement or alleged infringement of any intellectual property rights of and all Losses arising from claims by third parties, whether based in whole or in part in contract, tort, negligence, statute or otherwise, arising from any of the Products, in following: (a) the performance death of Services, on the Specifications, or bodily injury to any employee of Accenture or any portion thereof Accenture Affiliate (or their respective subcontractors) to the extent directly caused by the gross negligence or willful misconduct of Client or any Client Affiliate; (b) the loss of or damage to the real or tangible personal property (whether owned or leased) of Accenture, any Accenture Affiliate or any of their respective employees or subcontractors to the extent directly caused by the gross negligence or willful misconduct of Client or any Client Affiliate; (c) the failure of Client to perform any of its obligations under any license, lease or other agreement between (i) Client and a third party (except to the extent the liability arises out of a failure of Accenture to perform an obligation assumed by Accenture under this Agreement) or (ii) for which Client has assumed or retained administrative, financial or operational responsibility (as applicable) pursuant to this Agreement; (d) Client’s failure to obtain any Consents for which Client is administratively responsible pursuant to the provisions of this Agreement or to have all necessary licenses or permits (including, but not limited to, any necessary third-party administrator, adjuster, or producer licenses); (e) any claim asserted against Accenture by current or former employees of Client arising out of actions or omissions of Client related to this Agreement (including any Services Agreements) during the period of such claim is subject employee’s employment with Client; (f) any failure of Accenture to Patheonperform under any Accenture-Managed Agreement to the extent Accenture’s indemnity obligations non-performance arose from errors or omissions in Client’s description of such Accenture-Managed Agreement delivered pursuant to Section 6B), 6.1 in lieu of complete and accurate copies of such Accenture-Managed Agreement; or (g) any third-party claim which arises in connection with the use by Client of any deliverable or any claim of personal or bodily injury or property damage Services provided by Accenture to the extent that the injury or damage is the result of a breach of Client under this Agreement by Client, including, without limitation, any representation or warranty contained hereinAgreement, except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join covered by Accenture’s indemnities set forth in the defense and settlement of such claim Section 15.1 or proceeding and employ counsel at its own expense; and 15.3, (ii) Client may not settle directly caused by Accenture’s negligence or willful misconduct, or (iii) directly caused by the failure of Accenture to meet any claim Service Level (other than Service Levels being measured in connection with any applicable Burn-In Period) or proceeding without PatheonAccenture’s written consent, unless such settlement includes a release breach of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no any other material adverse obligations upon Patheonobligation hereunder.

Indemnification by Client. Client agrees to defend and will indemnify Patheon, its Affiliates Affiliates, and their respective directors, officers, employees, and agents against all losses, damages, costs, expenses (including reasonable attorneys’ feesthe “Patheon Indemnified Parties”), claims, demands, judgments and liability to, defend and save each of them harmless from and against: (a) any Third Party Loss incurred by any of them in favour of third parties (other than Affiliates) resulting connection with, arising from, or relating to any claim of infringement or alleged infringement of any third party rights, including any claim of infringement or alleged infringement of any intellectual property rights of third parties, in the Products, in the performance of Services, on the Specifications, or any portion thereof occurring as a result of: (except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or i) any claim of personal or bodily injury or property damage to the extent that the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. injury or damage is the result of arises other than from a breach of this Agreement by ClientPatheon; (ii) a claim that the Transfer Services performed by Patheon hereunder, includingin accordance with the terms and conditions of this Agreement, without limitationinfringes or misappropriates a patent or any other Intellectual Property rights, if it is a claim related to the use of Existing Client Intellectual Property, the Client Manufacturing Equipment or the Client Manufacturing Process or the Product; or (iii) a claim that the use of any representation device, composition, or warranty contained hereinprocess provided by Client to Patheon and used in connection with the Transfer Services in accordance with the terms and conditions of this Agreement constitutes infringement or misappropriation of a Third Party’s Intellectual Property rights; or (b) any Loss incurred by any of them in connection with: (i) the negligence or willful misconduct of the Client On Site Representatives at the Facility; or (ii) any damage to Patheon’s property or any claims of personal injury to any Patheon employees or Third Party Subcontractors caused as a result of Patheon’s use of the Client Manufacturing Equipment in the performance of the Transfer Services provided that Patheon and its employees and Third Party Subcontractors have complied with all applicable Equipment Standard Operating Procedures or the manufacturer’s terms of operation and recommended procedures for the Client Manufacturing Equipment, except Specifications, and have not otherwise acted in a negligent manner or committed an act of willful misconduct in connection with the use and Maintenance of the Client Manufacturing Equipment; except, in each case for (a) and (b), for those Losses for which Patheon has an obligation to indemnify the Client Indemnified Parties pursuant to Section 7.2 below, as to which Losses each Party shall indemnify the other to the extent of their respective liability for such Losses; and provided, however, that Client will not be required to indemnify the losses, damages, costs, claims, demands, judgments, and liability are due Patheon Indemnified Parties with respect to any such Loss hereunder to the negligence extent the same is caused by any breach of contract, negligent act or wrongful act(s) of Patheon, its officers, employeesomission, or agents willful misconduct by Patheon or any or its Affiliates. Client acknowledges that Patheon has not and provided however will not conduct any freedom to operate searches in relation to the Product or the Client Manufacturing Process nor reviewed any Third Party patents in relation thereto and that Patheon’s failure or omission to do so will not be considered negligence for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If excluding or limiting a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheonunder this indemnity.

Indemnification by Client. Client agrees to shall indemnify, defend and indemnify Patheonhold harmless InfoStrat (including its officers, its Affiliates and their officersdirectors, employees, agents, Affiliates, successors and agents permitted assigns), from and against any and all losses, liabilities, damages, claims, costs, expenses penalties, expenses, and fees (including but not limited to reasonable attorneysattorney’s fees, disbursements of counsel, and costs of investigation, litigation, third party discovery, and settlement ) (“Claim”) arising out of or in connection with (i) the injury of or damage to any person or real or tangible personal property, (ii) Client’s or Users’ fees)willful misconduct and/or intentional or grossly negligent actions or breaches hereunder, claims(iii) Client’sbreach of is obligations under this Agreement or any related agreements, demands(iv) unauthorized use, judgments and liability toaccess, from and in favour copying, reproduction, and/or distribution of any portion of the Products by Client or any User, (v) Client or Users’ continued use of a Product after InfoStrat provides notice to stop, and/or (vii) any Claim made or brought against InfoStrat by a third parties (other than Affiliates) resulting fromparty alleging that Client Data, or relating to any claim Client’s or Users’ use of infringement the Services or alleged infringement of any third party rights, including any claim of infringement Products infringes or alleged infringement of any misappropriates the intellectual property rights of a third partiesparty or violates applicable law, in the Products; provided, in the performance of Services, on the Specifications, or any portion thereof (except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or any claim of personal or bodily injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon will: InfoStrat (a) promptly notify give Client written notice of the claim; Claim; (b) use commercially reasonable efforts to mitigate the effects give Client sole control of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that Claim (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) provided that Client may not settle any claim or proceeding without Patheon’s written consent, Claim unless such the settlement includes a unconditionally release InfoStrat of all covered claims liability); and (c) provide to Client all reasonable assistance, at Client’s expense. InfoStrat may, at its sole option and at it own expense, participate in the Claim with its own separate legal counsel. The exercise by InfoStrat of its option to participate in the claim shall in no way limit or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse modify Client’s obligations upon Patheonset forth in this Section 10.

Indemnification by Client. The Client agrees to defend indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities and indemnify Patheoneach Person who controls Initials the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, its Affiliates or elects not to, assume the defense of a claim will not be obligated to pay the fees and their officersexpenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, employees, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and agents any other of such indemnified parties with respect to such claim. (within the meaning of the Securities Act) such Holder against all losses, claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees)in connection with defending against any such losses, claims, demandsdamages and liabilities or in connection with any investigation or inquiry, judgments in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of any violation by the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and liability torelating to action or inaction required of the Client in connection with such registration, from and except insofar as the same are (i) contained in favour any information furnished in writing to the Client by such Holder expressly for use therein, (ii) caused by such Holder's failure to deliver a copy of third parties (other than Affiliates) resulting fromthe registration statement or prospectus or any amendments or supplements thereto, or relating (iii) caused by such Holder's failure to any claim discontinue disposition of infringement or alleged infringement of any third party rights, including any claim of infringement or alleged infringement of any intellectual property rights of third parties, in shares after receiving notice from the Products, in the performance of Services, on the Specifications, or any portion thereof (except to the extent such claim is subject to Patheon’s indemnity obligations Client pursuant to Section 6B)5.3 hereof. In connection with an underwritten offering, or any claim the Client will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of personal or bodily injury or property damage the Securities Act) such underwriters at least to the same extent that the injury or damage is the result of a breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except as provided above with respect to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon will: (a) promptly notify Client indemnification of the claim; (b) use commercially reasonable efforts to mitigate the effects Holders of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon PatheonRegistrable Securities.

Indemnification by Client. Subject to and except to the extent of any indemnification from Paragon pursuant to Section 12.2 below, Client agrees to shall indemnify, defend and indemnify Patheonhold Paragon, its Affiliates Affiliates, and their respective directors, officers, employees, Subcontractors and agents (“Paragon Indemnitees”) harmless from and against all losses, damages, costsliabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees), claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) resulting from, or relating to any claim of infringement or alleged infringement of any third party rights, including any claim of infringement or alleged infringement of any intellectual property rights of third parties, in the Products, in the performance of Services, on the Specifications, or any portion thereof (except to the extent such claim is subject to Patheon’s indemnity obligations pursuant to Section 6B), or any claim of personal or bodily injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement by Client, including, without limitation, reasonable attorneys’ fees and expenses and experts’ fees), (collectively, the “Liabilities”) to the extent such Liabilities arise out of or result from any representation claim, lawsuit or warranty contained hereinother action or threat by a Third Party arising out of (a) the manufacture, packaging, testing, labeling, handling, distribution, marketing, use of or exposure to Drug Substance, Drug Product or Client Provided Materials, import, export or sale of the Drug Substance, Drug Product, or Product, in any form, including but not limited to, any Third-Party infringement claims based on claims that the Cell Lines, Drug Substance, Drug Product, or Product (or its use or manufacture) infringes such Third Party’s Intellectual Property, (b) any material breach of Section 11.1 of this Agreement, (c) Client’s grossly negligent acts or omissions or willful misconduct in the performance of its obligations under this Agreement, and/or (d) Client’s use of the results of this Agreement, including but not limited to use of the Manufacturing Process and/or Product and any results of research and development and/or clinical trials using any Product and/or Client’s commercialization of any such items; in each case, except to the extent that any of the lossesforegoing arises out of or results from any Paragon Indemnitee’s gross negligence, damages, costs, claims, demands, judgments, and liability are due to the negligence willful misconduct or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes breach of this Agreement. In the event that Client has the right to retain and use Non-Conforming Product as set forth in Section 6.A9.4, any Client’s warranty contained herein indemnity hereunder with respect to such Non-Conforming Product and any use thereof shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon Patheonexception.

Indemnification by Client. In addition to Client’s indemnification obligations in Sections 9.3 and 10.5, and any contained in an applicable SOW, Client agrees to shall indemnify, defend and indemnify Patheonhold harmless Accenture and its Affiliates, its Affiliates and their respective employees, directors, officers, employeesprincipals (partners, shareholders or holders of an ownership interest, as the case may be) and agents against all losses, damages, costs, expenses (including reasonable attorneys’ feeseach an “Accenture Indemnified Party”), claims, demands, judgments and liability to, from and against any and all sums finally awarded (or paid pursuant to a final settlement agreement) to a third party arising from a claim, action or demand by such third party against an Accenture Indemnified Party, and any Claim Costs incurred by an Accenture Indemnified Party in favour connection with such claim, whether based in whole or in part in contract, tort, negligence, statute or otherwise, to the extent that such claim, action or demand arises from (a) the death of third parties (other than Affiliates) resulting fromor bodily injury to any person or loss of or damage to real or tangible personal property to the extent caused by the negligence or Willful Misconduct of Client, its personnel, agents/subcontractors, or relating Affiliates during the course of the Services under this Agreement; (b) Client’s breach of its obligations with respect to any claim Confidential Information under Section 6; (c) Client’s noncompliance with applicable law in breach of infringement Section 14.1 hereof; (d) claims by Client’s customers, employees or alleged infringement of any third party rightsClient Third Party Vendors that arise from the Services under this Agreement, including any claim of infringement or alleged infringement of any intellectual property rights of third parties, in the Products, in the performance of Services, on the Specifications, or any portion thereof (except to the extent such claim is subject claims arise out of Accenture’s negligence, Willful Misconduct or breach of its obligations under the Agreement, and provided however, such indemnification shall not affect any claims that Client may have against Accenture under this Agreement with respect to Patheonthe Services giving rise to such claims; or (e) Client’s indemnity breach of its obligations pursuant with respect to Section 6B), or any claim of personal or bodily injury or property damage to 7 including the extent that the injury or damage is the result of a breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, Data Protection Procedures as described in Section 7 and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon will: (a) promptly notify Client of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon PatheonExhibit 5.

Indemnification by Client. Client agrees to i. CLIENT shall defend and indemnify Patheonand hold HYALURON and any parent, its Affiliates subsidiary, or affiliate entity and their officers, directors and the employees, and/or their successors and agents against assigns thereto (collectively, “HYALURON Indemnities”), free and harmless from any and all lossesexpenses associated therewith (including, damageswithout limiting the generality of the foregoing, costs, expenses (including reasonable attorneys’ defense costs and attorney’s fees), to the extent arising out of or in connection with, or are the result of, or are otherwise related to: 1. the promotion, distribution, use, misuse or sale of the Drug Product (including, without limiting the generality of the foregoing, any claims, express, implied or statutory, made as to the efficacy or safety thereof); provided such expenses are not the result of the negligence or willful misconduct of HYALURON or any of its agent or employees or breach by HYALURON of any terms of this Agreement; including all Exhibits attached hereto. 2. any Drug Product labeling or packaging; 3. CLIENT’S non-compliance with any applicable Federal or State law or regulation; or 4. any failure of CLIENT to perform, in whole or in part, any of its obligations hereunder except in each case to the extent caused by the acts or omissions of HYALURON including the negligence or willful misconduct of HYALURON or any of its agents or employees or breach by HYALURON of any terms of this Agreement, including all Exhibits attached hereto. ii. CLIENT also will indemnify and hold HYALURON Indemnities free and harmless against any and all claims, demands, judgments liability, actions or causes of action, and liability toany and all expenses associated therewith (including without limiting the generality of the foregoing, from reasonable defense costs and in favour of third parties (other than Affiliates) resulting from, or relating to any claim of infringement or alleged infringement of any third party rights, including any claim of infringement or alleged infringement of any intellectual property rights of third parties, in the Products, in the performance of Services, on the Specifications, or any portion thereof (except to the extent such claim is subject to Patheonattorney’s indemnity obligations pursuant to Section 6Bfees), or any claim for damages on account of personal or bodily injury (including death) or property damage to the extent that arising out of or in connection with the injury CLIENT’S alteration, secondary processing or damage is the result of a breach of this Agreement by Client, including, without limitation, any representation or warranty contained herein, except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees, or agents and provided however that for the purposes of this Section 6.A, any Client’s warranty contained herein shall be read without giving effect to any knowledge qualifier. If a claim occurs, Patheon will: (a) promptly notify Client handling of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Client in the defense of the claim; and (d) permit Client to control the defense and settlement of the claim, all at Client’s cost and expense, provided, however, that (i) Patheon may join in the defense and settlement of such claim or proceeding and employ counsel at its own expense; and (ii) Client may not settle any claim or proceeding without Patheon’s written consent, unless such settlement includes a release of all covered claims or proceedings pending against Patheon, contains no admission of liability or wrongdoing by Patheon, and imposes no material adverse obligations upon PatheonDrug Product.