Patheon Indemnity. (a) Patheon agrees to defend and indemnify Indivior, its affiliates, and each of their respective officers and employees, against all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) for any claim of infringement or alleged infringement of any Third Party Rights in the course of Patheon’s provision of the Manufacturing Services, or any portion thereof (excluding those claims for which Indivior has an indemnity obligation as set forth in Section 10.4(a) below), or any claim of personal injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement by Patheon, 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 Indivior, its officers, employees, or Affiliates.
(b) If a claim occurs, Indivior will: (i) promptly notify Patheon of the claim; (ii) use commercially reasonable efforts to mitigate the effects of the claim; (iii) reasonably cooperate with Patheon in the defense of the claim; and (iv) permit Patheon to control the defense and settlement of the claim, all at Patheon's cost and expense, provided that Patheon shall not make an admission of liability, agreement, compromise, or settlement of any claim or matter which would or might result in additional or continuing liability to or obligation of Indivior without Indivior’s prior written consent.
Patheon Indemnity. (a) Patheon agrees to defend and indemnify Client, its officers, employees, and agents against 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 the 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 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.
(b) If a claim occurs, Client will: (a) promptly notify Patheon of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Patheon in the defense of the claim; and (d) permit Patheon to control the defense and settlement of the claim, ail at Patheon’s cost and expense.
Patheon Indemnity. (a) Patheon agrees to defend and indemnify Client, its Affiliates and their respective officers, employees, and agents against all losses, damages, costs, claims, demands, judgments and liability to, from and in favor of third parties (other than Affiliates) resulting from, or relating to any claim of (i) a failure by Patheon to perform the Manufacturing Services in accordance with the Specifications, cGMPs, and Applicable Laws, (ii) Patheon’s breach of its obligations under this Agreement or any Product Agreement, or (iii) Patheon’s negligence, gross negligence or willful misconduct, each except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence, gross negligence or wrongful act(s) of Client, its officers, employees, agents, or Affiliates.
(b) If a claim occurs, Client will: (a) promptly notify Patheon of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Patheon in the defense of the claim; and (d) permit Patheon to control the defense and settlement of the claim, all at Patheon's cost and expense.
Patheon Indemnity. Patheon agrees to defend and indemnify Client, its officers, employees, and agents against 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 the injury or damage is the result of (i) a failure by Patheon to perform the Manufacturing Services in accordance with the Specifications, cGMPs, and Applicable Laws, or (ii) any other breach of the Agreement by Patheon, including, without limitation, any representation, warranty or covenant 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 Client, its officers, employees, agents, or Affiliates.
Patheon Indemnity. Patheon agrees to defend, indemnify and hold harmless Client, its Affiliates and each of their officers, employees, and agents (“Client Indemnitees”) against all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of Third Parties resulting from or arising out of: (i) any claim of personal injury or property damage to the extent that the injury or damage is the result of the negligence or wilful misconduct of any Patheon Indemnitee; or (ii) any claim of personal injury or property damage to the extent that the injury or damage is the result of a breach of this Agreement by Patheon, including a failure by Patheon to perform the Manufacturing Services in accordance with the Specifications, cGMPs, and 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 any Client Indemnitee.
Patheon Indemnity. (a) Patheon agrees to defend, indemnify and hold harmless Client, its officers and employees, against all losses, damages, costs, claims, demands, subpoenas, judgments and liability to, from and in favour of third parties (other than Affiliates) for i) any claim of infringement of any Third Party Rights by Patheon Intellectual Property, ii) for any claim of a breach of any warranty or representation by Patheon or iii) for 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 Manufacturing Services in accordance with the Processing Instructions, cGMPs, and Applicable Laws except to the extent that the losses, damages, costs, claims, demands, subpoenas, judgments, and liability are due to the negligence or wrongful acts of Client, its officers, employees, or Affiliates.
(b) If a claim occurs, Client will: (i) promptly notify Patheon of the claim; (ii) use commercially reasonable efforts to mitigate the effects of the claim; (iii) reasonably cooperate with Patheon in the defense of the claim; and (iv) permit Patheon to control the defense and settlement of the claim, all at Patheon’s cost and expense; provided that Client consents in writing to any settlement.
Patheon Indemnity. (a) Patheon agrees to be liable for, defend and indemnify Client and its Affiliates, and each of their respective officers and employees (on an after-tax basis) against all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) arising from or in connection with (i) any claim of personal injury or property damage to the extent that the injury or damage is the result of or arises from a failure by Patheon or its Affiliates to perform the Manufacturing Services in accordance with this Agreement, the Specifications, cGMPs, the Quality Agreement and Applicable Laws or (ii) the breach by Patheon (or its Affiliates, if applicable) of any of Sections 9.3 and 9.4, Article ARTICLE 11 or Article 13.2, except, in each case to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or wilful misconduct of Client or Client’s Affiliates, or their respective, its officers, employees.
(b) If a claim occurs, Client will: (a) promptly notify Patheon of the claim; (b) use Commercially Reasonable Endeavours to mitigate the effects of the claim; (c) reasonably cooperate with Patheon in the defense of the claim; and (d) permit Patheon to control the defense and settlement of the claim, all at Patheon’s cost and expense.
Patheon Indemnity. (a) Patheon agrees to defend, hold harmless and indemnify Client, its Affiliates and its and their officers, directors, employees, and agents against 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 (i) 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 Manufacturing Services in accordance with the Specifications, the Quality Agreement, this Agreement, cGMPs and Applicable Laws, (ii) Patheon’s breach of Sections 9.3(b), 9.3(c), 9.3(d), 9.3(e), 9.4, 9.5 or 13.2(b) or Article 11, or (iii) Patheon’s breach of any of its obligations under this Agreement if such breach occurred because of the gross negligence or willful misconduct of Patheon, or (iv ) Patheon Intellectual Property or any other production activities by Patheon that are not unique to the Product or that do not require the use of Client Intellectual Property that violate or allegedly violate Third Party Rights, in each case, 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 or the other bases for indemnification by Client pursuant to Section 10.4.
(b) If a claim occurs, Client will: (a) promptly notify Patheon of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with Patheon in the defense of the claim; and (d) permit Patheon to control the defense and settlement of the claim, all at Patheon’s cost and expense. Patheon shall not enter into any settlement agreement with any third party without the prior written consent of Client, which consent will not be unreasonably withheld or delayed, provided such settlement: (i) includes an unconditional release of Client from all liability arising out of such claim; (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Client; and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Client. The failure to deliver notice to Patheon within a reasonable time after the commencement of any action, to the extent prejudicial to its ability to defend such action, will ...
Patheon Indemnity. Patheon agrees to defend and indemnify Client, its officers, employees, and agents against 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 (i) any claim of infringement or alleged infringement of any Third Party Rights in the Patheon Intellectual Property, (ii) 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 Manufacturing Services in accordance with this Agreement, the Specifications, cGMPs or Applicable Laws, (iii) breach of this Agreement by Patheon, or (iv) Patheon’s negligence or willful misconduct in the performance of its obligations under this Agreement, 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.
Patheon Indemnity. Patheon will indemnify, defend and hold harmless Client, its Affiliates, and its and their respective officers, directors, employees and agents (collectively, the “Client Indemnitees”) against any and all losses, damages, liabilities or expenses (including reasonable attorney’s fees and other costs of defense) (collectively, “Losses”) that any of them may suffer in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) arising from, relating to or occurring as a result of (a) any Patheon Indemnitee’s [**] in performing its obligations under this Agreement; (b) Patheon’s violation of any patent, trade secret or other proprietary or intellectual property rights of any Third Party in the performance of the Manufacturing Services; or (c) Patheon’s breach of this Agreement, the Quality Agreement, cGMP or Applicable Law; except to the extent that such Third Party Claims are due to any breach by Client of its obligations under this Agreement or [**] of Client.
