Common use of Patheon Indemnity Clause in Contracts

Patheon Indemnity. (a) Patheon agrees to defend and indemnify Client, its Affiliates and licensees, and their respective directors, officers, employees, and agents (“Client Indemnitees”) against all losses, damages, costs, judgments, liability, fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by any Client Indemnitee due to any suit, claim, demand, judgment or action brought by any Third Parties (other than Affiliates) (each, a “Claim”), including, without limitation any Claim of personal injury or property damage, to the extent that the injury or damage is the result of (a) a failure by Patheon or any of its Affiliates to perform the Manufacturing Services in accordance with the Specifications, cGMPs, and Applicable Laws, (b) Patheon’s breach of any of its obligations, representations or warranties under this Agreement, or (c) the negligence or willful misconduct of any Patheon Indemnitee except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or willful misconduct of any Client Indemnitee. (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. Notwithstanding the foregoing, Patheon will not compromise or settle any Claim for which a Client Indemnitee is requesting indemnification for any damages other than monetary damages without Client’s prior written consent, which will not be unreasonably withheld.

Patheon Indemnity. (a) Patheon agrees to defend and indemnify and hold harmless Client, its Affiliates and licensees, and their respective directors, officers, employees, Affiliates and agents (“Client Indemnitees”) against all losses, damages, fines, penalties, costs, judgments, liability, fees and expenses (including reasonable attorneys’ fees) (collectivelyfees and court costs), “Losses”) incurred by any Client Indemnitee due to any suitclaims, claimsuits, demandproceedings, judgment or action brought by any Third Parties demands, judgments and liability to, from and in favour of third parties (other than Affiliates) (eachall the foregoing, a “ClaimThird-Party Claims”)) resulting from, including, without limitation or relating to (i) any Claim of personal injury or property damage, to the extent claim that the injury or damage is the result of (a) a failure by Patheon or any of its Affiliates to perform its obligations under this Agreement, including that the Manufacturing Services were not performed in accordance with the Specifications, cGMPs, and Applicable LawsLaws and the other requirements of this Agreement and the applicable Product Agreement, (b) Patheon’s breach of any of its obligations, representations or warranties under this Agreement, or (cii) the gross negligence or willful misconduct of Patheon or any of its personnel, representatives, Affiliates or subcontractors or, (iii) any claim of infringement or alleged infringement of any Third Party Rights regarding the use of Patheon Indemnitee Intellectual Property pursuant to this Agreement (but excluding any Client Intellectual Property included or utilized in connection therewith) except to the extent that the losses, damages, costs, claims, demands, judgments, and liability such Third Party Claims are due to the negligence or willful misconduct wrongful act(s) of any Client IndemniteeClient, its officers, employees, agents, or Affiliates. (b) If a Third-Party Claim occursoccurs for which indemnification is sought under the foregoing, Client will: (a) promptly notify Patheon of the Third-Party Claim; (b) use commercially reasonable efforts to mitigate the effects of the Claimclaim; (c) reasonably cooperate with Patheon in the defense of the claimThird-Party Claim (at Patheon’s sole cost and expense); and (d) permit Patheon to control the defense and settlement of the claimThird-Party Claim, all at Patheon's cost and expense. Notwithstanding Client and the foregoing, other indemnitees may participate in the defense and settlement of any Third-Party Claim using counsel of its own choice at its own expense. Patheon will shall not compromise or settle any Third-Party Claim for which in a manner that adversely affects the rights of the Client Indemnitee is requesting indemnification for or any damages other than monetary damages indemnitee without the Client’s or such other indemnitee’s prior written consent, which will shall not be unreasonably withheldwithheld or delayed. The Client's or any other indemnitee’s failure to perform any obligations under this Section shall not relieve Patheon of its obligations hereunder, except to the extent that Patheon can demonstrate that it has been materially prejudiced as a result of such failure.

Patheon Indemnity. (a) Patheon agrees to defend and indemnify Client, its Affiliates and licensees, and their respective directors, officers, employeesemployees and agents, and agents (“Client Indemnitees”) against all losses, damages, costs, judgmentsclaims, liabilitydemands, fees judgments and expenses (including reasonable attorneys’ fees) (collectivelyliability to, “Losses”) incurred by any Client Indemnitee due to any suit, claim, demand, judgment or action brought by any Third Parties from and in favour of third parties (other than Affiliates) resulting from or relating to (eachi) any claim of infringement or alleged infringement of any Third Party Rights by Patheon Intellectual Property used in the Manufacturing Services, a “Claim”), including, without limitation or (ii) any Claim claim of personal injury or property damage, damage to the extent that the injury or damage is the result of of: (aA) a failure by Patheon or any of its Affiliates to perform the Manufacturing Services in accordance with this Agreement, the Specifications, cGMPscGMP, and Applicable Laws, (bB) breach of this Agreement by Patheon, or (C) Patheon’s breach of any negligence or willful misconduct in the performance of its obligations, representations or warranties obligations under this Agreement, or (c) the negligence or willful misconduct of any Patheon Indemnitee except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to caused by the Client’s breach, negligence or willful wilful misconduct of any or subject to indemnification by Client Indemniteeunder Section 10.4. (b) If a Claim claim occurs, Client will: (a) promptly notify Patheon of the Claimclaim; (b) use commercially reasonable efforts to mitigate the effects of the Claimclaim; (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. Notwithstanding the foregoing; provided, that Patheon will shall not compromise or settle any Claim for which a Client Indemnitee is requesting indemnification for any damages other than monetary damages such claim without Client’s prior written consent, which will such consent not to be unreasonably withheld, conditioned or delayed.

Patheon Indemnity. (a) Patheon agrees to defend and indemnify Client, its Affiliates and licensees, and their respective directors, officers, employees, and agents (“Client Indemnitees”) against all losses, damages, costs, judgments, liability, fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by any Client Indemnitee due to any suit, claim, demand, judgment or action brought by any Third Parties (other than Affiliates) (each, a “Claim”), including, without limitation any Claim of personal injury or property damage, to the extent that the injury or damage is the result of (a) a failure by Patheon or any of its Affiliates to perform the Manufacturing Services in accordance with the Specifications, cGMPs, and Applicable Laws, (b) Patheon’s breach of any of its obligations, representations or warranties under this Agreement, or (c) the negligence or willful misconduct of any Patheon Indemnitee except to the extent that the losses, damages, costs, claims, demands, judgments, and liability are due to the negligence or willful misconduct of any Client Indemnitee. (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 ’s cost and expense. Notwithstanding the foregoing, Patheon will not compromise or settle any Claim for which a Client Indemnitee is requesting indemnification for any damages other than monetary damages without Client’s prior written consent, which will not be unreasonably withheld.

Patheon Indemnity. (a) Patheon agrees to defend and indemnify Client, its Affiliates and licensees, and their respective directors, officers, employees, employees and agents (“Client IndemniteesRepresentatives”) against all losses, damages, costs, judgmentsclaims, liabilitydemands, judgments and liability (including attorneys’ fees and expenses (including reasonable attorneys’ feesreasonably incurred) (collectivelyto, “Losses”) incurred by any Client Indemnitee due to any suit, claim, demand, judgment or action brought by any Third Parties from and in favour of third parties (other than Affiliates) for (each, a “Claim”), including, without limitation a) any Claim claim of personal injury or property damage, damage to the extent that the injury or damage is the result of [* * *]; (ab) a failure infringement by Patheon or of any third party Intellectual Property rights arising from the use by Patheon of its Affiliates to perform Patheon Intellectual Property in the performance of the Manufacturing Services in accordance with the Specifications, cGMPs, and Applicable Laws, (b) Patheon’s breach of any of its obligations, representations or warranties under this Agreement, or (c) the negligence or willful misconduct of any Patheon Indemnitee except to the extent that the Client has an obligation to indemnify any Patheon Representative for such losses, damages, costs, claims, demands, judgments, and judgments or liability are due pursuant to the negligence or willful misconduct of any Client IndemniteeSection 10.4. (b) If a Claim claim occurs, Client will: (a) promptly notify Patheon of the Claimclaim; (b) use commercially reasonable efforts to mitigate the effects of the Claimclaim; (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. Notwithstanding But Patheon shall not be permitted to settle the foregoingclaim in a manner that imposes any financial liability or other obligation on the part of Client or requires an admission of liability, Patheon will not compromise wrongdoing or settle any Claim for which fault or a Client Indemnitee is requesting indemnification for any damages other than monetary damages waiver of rights, on the part of Client, without Client’s prior written consent, which will not be unreasonably withheld.

Patheon Indemnity. (a) Patheon agrees to defend defend, hold harmless and indemnify Client, its Affiliates and licensees, its and their respective officers, directors, officers, employees, and agents (“Client Indemnitees”) against all losses, damages, costs, judgmentsclaims, liabilitydemands, fees judgments and expenses (including reasonable attorneys’ fees) (collectivelyliability to, “Losses”) incurred by any Client Indemnitee due to any suit, claim, demand, judgment or action brought by any Third Parties from and in favour of third parties (other than Affiliates) resulting from, or relating to (each, a “Claim”), including, without limitation i) any Claim claim of personal injury or property damage, damage to the extent that the injury or damage is the result of (a) a failure by Patheon or any of its Affiliates to perform the Manufacturing Services in accordance with the Specifications, cGMPsthe Quality Agreement, this Agreement, cGMPs and Applicable Laws, (bii) 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, representations or warranties obligations under this Agreement, or (c) 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 Indemnitee 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 willful misconduct wrongful act(s) of any Client, its officers, employees, agents, or Affiliates or the other bases for indemnification by Client Indemniteepursuant to Section 10.4. (b) If a Claim claim occurs, Client will: (a) promptly notify Patheon of the Claimclaim; (b) use commercially reasonable efforts to mitigate the effects of the Claimclaim; (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 ’s cost and expense. Notwithstanding Patheon shall not enter into any settlement agreement with any third party without the foregoing, Patheon will not compromise or settle any Claim for which a Client Indemnitee is requesting indemnification for any damages other than monetary damages without Client’s prior written consentconsent of Client, which consent will not be unreasonably withheldwithheld 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 relieve Patheon of its obligations under this Section 10.3, but the failure to deliver notice to Patheon will not relieve Patheon of any obligation that it may have thereunder otherwise than as stated in this sentence.

Patheon Indemnity. (a) Patheon agrees to will defend and indemnify Client, its Affiliates officers and licensees, and their respective directors, officers, employees, and agents (“Client Indemnitees”) against from all losses, damages, costs, judgments, liability, fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by any Client Indemnitee due to any suit, claim, demand, judgment or action brought by any Third Parties (other than Affiliates) (each, a “Claim”), including, without limitation any Claim of personal injury or property damage, to the extent that the injury or damage is the result of (a) a failure by Patheon or any of its Affiliates to perform the Manufacturing Services in accordance with the Specifications, cGMPs, and Applicable Laws, (b) Patheon’s breach of any of its obligations, representations or warranties under this Agreement, or (c) the negligence or willful misconduct of any Patheon Indemnitee except to the extent that the losses, damages, costs, claims, demands, judgmentssubpoenas, judgments and liability to, from and in favour of third parties (other than Affiliates) including reasonable attorneys’ fees for defending the foregoing (collectively, “Claims”) to the extent that the Claim arose out of Patheon’s (i) performance of the Manufacturing Services that was not in accordance with the Processing Instructions, cGMPs, and liability Applicable Laws, (ii) negligence or willful misconduct, or (iii) breach of this Agreement, including without limitation, any representation or warranty contained in this Agreement, except to the extent that the Claims are due to the negligence or willful misconduct wrongful acts of any Client IndemniteeClient, its officers, employees, or Affiliates. (b) If a Claim occurs, Client will: (ai) promptly notify Patheon of the Claim; (bii) use commercially reasonable efforts to mitigate the effects of the Claimclaim; (ciii) reasonably cooperate with Patheon in the defense of the claimClaim; and (div) permit Patheon to control the defense and settlement of the claimClaim, all at Patheon's cost and expense. Notwithstanding the foregoing, Patheon But failure of Client to give prompt notice will not compromise or limit Client’s right to indemnification except in if the failure materially and adversely affects Patheon’s ability to defend against the Claim. Patheon may not settle any Claim for which a if the settlement would impose any liability or obligation on, or include the admission of fault or guilt by, Client Indemnitee is requesting indemnification for or any damages other than monetary damages without Client’s prior written consentof its Affiliates or their respective officers, which will not be unreasonably withhelddirectors, consultants, agents, attorneys or representatives.