Common use of Patheon Clause in Contracts

Patheon. Subject to Sections 10.1 and 10.2, Patheon agrees to defend, indemnify and hold the Client, 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 provide the Manufacturing Services in accordance with the Specifications and cGMPs 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 the Client, its officers, employees or agents or Affiliates. In the event of a claim, the Client 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.

Patheon. Subject to Sections 10.1 and 10.2, Patheon agrees to defend, indemnify and hold harmless the Client, 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 provide the Manufacturing Services in accordance with the Specifications and cGMPs Manufacturing Requirements except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the gross negligence or wrongful wilful act(s) of the Client, its officers, employees or agents or Affiliates. In the event of a claim, the Client shall: (a) promptly notify Patheon of any such claim; (b) use commercially reasonable efforts to mitigate the effects of such claim: ; and (c) reasonably cooperate with Patheon in the defence of such claim; (d) permit Patheon to control . The Parties agree that neither Party may enter into a settlement without the defence and settlement prior notice of such claim, all at Patheon's cost and expensethe other Party. Such agreement shall not be unreasonably withheld.