Indemnification by Patheon. Patheon will indemnify Flexion, its Affiliates, and their respective directors, officers, employees, and agents (the “Flexion Indemnified Parties”), and defend and save each of them harmless from and against any and all Third Party Loss incurred by any of them in connection with, arising from, or occurring as a result of (a) any claim of personal injury or property damage to the extent that the injury or damage is the result of a failure by Patheon to perform the Transfer Services in accordance with the terms of this Agreement; (b) a claim that any Existing Patheon Intellectual Property (as defined in the Manufacturing and Supply Agreement) or other intellectual property of Patheon employed by Patheon in providing the Transfer Services infringes or misappropriates a United States patent or any other intellectual property rights except to the extent such claim is based on the use of Existing Flexion Intellectual Property, Flexion Improvements, the Manufacturing Process or the Product in accordance with the terms and conditions of this Agreement, (c) any claim of personal injury or property damage to the extent that the injury or damage is the result of any negligence or willful misconduct by Patheon or any of its Affiliates, or (d) any claim of personal injury or property damage to the extent that the injury or damage is the result of any breach by Patheon of any of its obligations or any inaccuracy of any of Patheon’s warranties under this Agreement; except, in each case, for those Losses for which Flexion has an obligation to indemnify the Patheon Indemnified Parties pursuant to Section 7.1 above, as to which Losses each Party shall indemnify the other to the extent of their respective liability for such Losses; and provided, however, that Patheon will not be required to indemnify the Flexion Indemnified Parties with respect to any such Loss hereunder to the extent the same is caused by any breach of contract, negligent act or omission, or intentional misconduct by Flexion or any or its Affiliates.
Indemnification by Patheon. Patheon shall indemnify, defend, and hold harmless Metabolex and Metabolex’s directors, officers, employees, and agents (the “Metabolex Indemnitees”) from and against any and all third party Claims resulting from or arising out of (a) the performance of the Services by Patheon; (b) the negligence, gross negligence, or intentional misconduct on the part of the Patheon Indemnitees or Patheon’s subcontractors relating to this Agreement or the Services, or (c) a breach of Patheon’s obligations, covenants, representations, or warranties under this Agreement. Such indemnity shall not apply if Metabolex fails to comply with the indemnification procedures set forth in Section 12.3 or to the extent that a Claim arises out of or results from (i) the negligence, gross negligence or intentional misconduct of any of the Metabolex Indemnitees, or (ii) a breach of Metabolex’s obligations, covenants, representations or warranties under this Agreement.
Indemnification by Patheon. Patheon hereby agrees to defend, at its expense, indemnify, and hold harmless Santarus, its directors, officers, employees, agents, and Affiliates against all Third Party Claims resulting from or arising out of (a) the failure to manufacture, package and test the Finished Product in accordance with the Specifications, GMP, Applicable Laws and the Patheon Manufacturing Responsibilities; (b) the failure to store the Finished Product, Bulk API or Raw Materials in accordance with the Specifications, GMP and Applicable Laws; (c) the negligence or willful misconduct of Patheon, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement, (d) a material breach by Patheon of any provision of this Agreement, the Quality Agreement or the Capital Agreement; or (e) a breach of any of Patheon's representations, warranties, or covenants set forth in this Agreement, the Quality Agreement or the Capital Agreement; provided, however, that Patheon shall not be obligated to indemnify Santarus under this Section 12.3 to the extent that such Claim results from or arises out of any act or omission for which Santarus is obligated to indemnify Patheon pursuant to Sections 12.1or 12.2 above.
Indemnification by Patheon. PATHEON shall indemnify, defend and hold RELYPSA, its Affiliates, and their respective directors, officers, employees, contractors and agents (the “Relypsa Indemnitees”) harmless from and against all Third Party losses, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Liabilities”), to the extent such Liabilities arise out of or result from (i) any breach by PATHEON of its obligations under this Agreement; (ii) violation of any Applicable Laws by any Patheon Indemnitee or any person under the control of PATHEON, (iii) any breach by PATHEON of the warranties contained in Sections 6.1(a) and (b); (iv) any negligent or more culpable act or omission of any Patheon Indemnitee or any person under the control of PATHEON; or (v) any claim of infringement or misappropriation of intellectual property rights related to PATHEON Confidential Information or PATHEON Intellectual Property.
Indemnification by Patheon. Patheon agrees to defend and indemnify Client, its Affiliates to whom rights under this contract have been assigned in accordance with Section 10A, and their respective 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 (i) any claim of personal or bodily injury or property damage to the extent that the injury or damage is the result of a failure by Patheon to perform the Services in accordance with the Specifications, cGMPs, the Quality Agreement and/or Applicable Laws except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wrongful act(s) of Client, its officers, employees, agents, or Affiliates; (ii) a breach of Patheon’s confidentiality obligations under the Confidentiality Agreement provided under Section 10F; and/or (iii) any infringement or alleged infringement of a third party’s Intellectual Property rights due to Patheon’s breach of its warranties under Section 7.B(d), provided however that for the purposes of this Section 6.B.(iv), the warranty referenced shall be read without giving effect to any knowledge qualifier.
Indemnification by Patheon. Patheon shall indemnify, defend and save harmless Tricida and its Affiliates, and each of their respective officers, directors, and employees from and against all claims, demands and actions brought or asserted by third parties (“Claims”), and resulting costs, expenses, liabilities, damages, losses and fees, including reasonable attorneys’ fees and costs (“Losses”), to the extent arising from: (i) Patheon’s breach of any of its obligations under this MDA, including without limitation the failure of any representation or breach of any warranty made by Patheon in this MDA; and (ii) personal injury or property damage caused by Patheon’s negligent acts or omissions or willful misconduct in each case except to the extent caused by the negligence or willful misconduct of Tricida or its Affiliates or agents, or any act or failure to act for which Tricida is obligated to indemnify Patheon under Section 14.2.
Indemnification by Patheon. Subject to Sections 7A and 7C(c), Patheon shall defend, indemnify and hold the Customer Indemnitees harmless from and against any and all Losses resulting from, relating to or arising from the breach by Patheon of its obligations or warranties under this Contract except to the extent that such Losses are: · determined to have resulted from gross negligence or willful misconduct of Customer; or · for which Customer is obligated to indemnify the Patheon Indemnitees pursuant to Section 7A.
Indemnification by Patheon. Patheon will indemnify Pacira, its Affiliates, and their respective directors, officers, employees, and agents (the “Pacira Indemnified Parties”), and defend and save each of them harmless from and against any third party Loss incurred by any of them in connection with, arising from, or occurring as a result of (a) any misrepresentation, negligence or willful misconduct by Patheon or its Affiliates and their respective directors, officers, employees and agents, in connection with the performance of Transfer Services or the handling of the Product by Patheon; (b) Patheon’s breach of any of its obligations, warranties, representations, or covenants hereunder; or (c) a claim that any Patheon Technology employed in providing the Transfer Services infringes or misappropriates a United States patent or any other intellectual property rights except to the extent such claim is based on the use of Pacira’s Technology in accordance with the terms and conditions of this Agreement; except, in each case, for those Losses for which Pacira has an obligation to indemnify the Patheon Indemnified Parties pursuant to Section 7.1 above, as to which Losses each Party shall indemnify the other to the extent of their respective liability for such Losses; and provided, however, that Patheon will not be required to indemnify the Pacira Indemnified Parties with respect to any such Loss hereunder to the extent the same is caused primarily by any breach of contract, negligent act or omission, or willful misconduct by Pacira or any or its Affiliates.
Indemnification by Patheon. Subject to Sections 10.1 and 10.2, Patheon agrees to defend, indemnify and hold Éclat, its officers, employees and agents harmless against any and all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) resulting from, or relating to any claim of personal injury or property damage to the extent that such injury or damage is the result of a failure by Patheon to perform the Manufacturing Services in accordance with the Specifications, cGMPs and Applicable Laws except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the negligence or wrongful act(s) of Éclat, its officers, employees or agents or Affiliates. In the event of a claim, Éclat shall: (a) promptly notify Patheon of any such claim; (b) use commercially reasonable efforts to mitigate the effects of such claim; (c) reasonably cooperate with Patheon in the defence of such claim; (d) permit Patheon to control the defence and settlement of such claim, all at Patheon’s cost and expense.
Indemnification by Patheon. Patheon hereby agrees to defend, at its expense, indemnify, and hold harmless Santarus, its directors, officers, employees, agents, and Affiliates against all Third Party Claims resulting from or arising out of [* * *].
