Common use of Supplier’s Indemnity Clause in Contracts

Supplier’s Indemnity. Supplier will indemnify, defend and hold harmless Lannett, its Affiliates, its and their successors and assigns, and its and their officers, directors, employees, agents and contractors (individually and collectively, the “Lannett Indemnitees”) from and against any and all Losses resulting from third-party claims against any Lannett Indemnitee, including, but not limited to, any prosecution or action whatsoever by any governmental body or agency or by any private party, and will, at Supplier’s sole cost and expense, including reasonable attorneys’ fees and court costs, defend each Lannett Indemnitee against claims for Losses that may be asserted against any Lannett Indemnitee by any such third party, relating to or arising out of, directly or indirectly from: (a) Supplier’s breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement; (b) the negligence, gross negligence or willful misconduct of Supplier or any of its officers, directors, employees, agents, contractors or Affiliates; (c) the condition of any Product sold, supplied or delivered to Lannett under this Agreement, including any defect in material, workmanship, design, manufacturing or formulary; (d) any warnings and instructions, or lack thereof, for any Product; (e) the possession, distribution, sale and/or use of, or by reason of the seizure of, any Product; (f) any actual or asserted violation(s) of the FD&C Act or any other federal, state or local law, rule or regulation by virtue of which any Product sold, supplied or delivered to Lannett under this Agreement is alleged or determined to be adulterated, misbranded, mislabeled or otherwise not in full compliance with, or in contravention of, any federal, state or local law, rule or regulation; (g) any actual or alleged infringement of the Product, the use of the Product, the manufacture, processing and/or sale of the Product infringes upon any proprietary or Intellectual Property Rights of any third party, including the infringement of any trademarks, service marks, trade names, trade secrets, patents, or copyrights; and/or (h) any actual or asserted violations of product liability with respect to the Product.

Supplier’s Indemnity. Supplier will indemnify, defend and hold harmless Lannett, SOSRx and each Member and its Affiliatestheir parent and affiliates, its and their successors and assigns, assigns and its and their officers, directors, employeesagents, agents employees and contractors (individually and collectively, the “Lannett Indemnitees“ SOSRx Indemnities”) from and against against, or will, in Supplier’s sole discretion, settle solely for money, any and all Losses loss or liability of any nature whatsoever cognizable at law, including claims of bodily injury, death, pain and suffering or property damage and strict product liability (collectively, “Losses”) resulting from third-party claims against any Lannett Indemniteea SOSRx Indemnities, including, but not limited to, including any prosecution or action whatsoever by any governmental body or agency or by any private party, and will, at Supplier’s sole cost and expense, including reasonable attorneys’ fees and court costsfees, defend each Lannett Indemnitee SOSRx Indemnities against claims for Losses Losses, whether or not frivolous, that may be asserted against any Lannett Indemnitee the SOSRx Indemnities by any such third party, relating to or arising out of, directly or indirectly from: : (a) Supplier’s breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement; (bi) the negligencebreach by Supplier of the provisions of this Agreement including those of Paragraph 6(A), gross negligence or willful misconduct of Supplier or any of its officers, directors, employees, agents, contractors or Affiliates; (c) the condition of any Product sold, supplied or delivered to Lannett under this Agreement, including any defect in material, workmanship, design, manufacturing or formulary; (d) any , or the warnings and instructions, instructions or lack thereof, thereof for any a Product; (eii) the possession, distribution, sale and/or use of, or by reason of the seizure of, any Productof the Products; (fiii) any actual or asserted violation(s) of the FD&C Act or any other federal, state or local law, rule law or regulation by virtue of which any Product Products sold, supplied supplied, or delivered to Lannett under this Agreement is by the undersigned shall be alleged or determined to be adulterated, misbranded, mislabeled or otherwise not be in full compliance with, or be in contravention of, any federal, state or local law, rule law or regulation; or (gvi) infringement by any actual or alleged infringement of the Product, the use Products of the Product, the manufacture, processing and/or sale of the Product infringes upon any proprietary or Intellectual Property Rights intellectual property rights of any third partyperson, including the infringement of any trademarks, trademarks or service marksnames, trade names, trade secrets, patentsinventions, patents or copyrights; and/or (h) the violation of any actual copyright laws or asserted violations any other applicable federal, state or local laws. The provisions of product liability with respect to this Paragraph 6B will survive the Productexpiration or early termination of this Agreement.

Supplier’s Indemnity. Supplier will indemnify, defend and hold harmless Lannett, its Affiliates, its and their successors and assigns, and its and their officers, directors, employees, agents and contractors (individually and collectively, the “Lannett Indemnitees”) from and against any and all Losses resulting from thirdThird-party claims Party claim, action, suit, demand or other legal assertion or proceeding (“Claims”) against any Lannett Indemnitee, including, but not limited to, any prosecution or action whatsoever by any governmental body or agency or by any private party, and will, at Supplier’s sole cost and expense, including reasonable attorneys’ fees and court costs, defend each Lannett Indemnitee against claims for Losses that may be asserted against any Lannett Indemnitee by any such third party, relating to or arising out of, directly or indirectly from: (a) Supplier’s breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement; (b) the negligence, gross negligence or willful misconduct of Supplier or any of its officers, directors, employees, agents, contractors or Affiliates; (c) the condition of any Product sold, supplied or delivered to Lannett under this Agreement, including any defect in material, workmanship, design, manufacturing or formulary; (d) any warnings and instructions, or lack thereof, for any Product; (e) the possession, distribution, sale and/or use of, or by reason of the seizure of, any Product; (f) any actual or asserted violation(s) of the FD&C Act or any other federal, state or local law, rule or regulation by virtue of which any Product sold, supplied or delivered to Lannett under this Agreement is alleged or determined to be adulterated, misbranded, mislabeled or otherwise not in full compliance with, or in contravention of, any federal, state or local law, rule or regulation; (gf) any actual or alleged infringement of the Product, the use of the Product, the manufacture, processing and/or sale of the Product infringes upon any proprietary or Intellectual Property Rights of any third party, including the infringement of any trademarks, service marks, trade names, trade secrets, patents, or copyrights; and/or (hg) any actual or asserted violations of product liability with respect to the Product. Notwithstanding the above, in no event will Supplier be liable under subsections (a) through (g) above to the extent that any such Loss results from the willful, grossly negligent or negligent act or omission of Lannett or any Lannett Indemnitee.

Supplier’s Indemnity. Supplier will indemnify, defend and hold harmless Lannett, its Affiliates, its and their successors and assigns, and its and their officers, directors, employees, agents and contractors (individually and collectively, the “Lannett Indemnitees”) from and against any and all Losses resulting from third-party claims against any Lannett Indemnitee, including, but not limited to, any prosecution or action whatsoever by any governmental body or agency or by any private party, and will, at Supplier’s sole cost and expense, including reasonable attorneys’ fees and court costs, defend each Lannett Indemnitee against claims for Losses that may be asserted against any Lannett Indemnitee by any such third party, relating to or arising out ofarising, directly or indirectly fromindirectly, out of: (a) Supplier’s breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement; (b) the negligence, gross negligence or willful misconduct of Supplier or any of its officers, directors, employees, agents, contractors or Affiliates; (c) the condition of any Product Products sold, supplied or delivered to Lannett under this Agreement, including any defect in material, workmanship, design, manufacturing or formulary; (d) any warnings and instructions, or lack thereof, for any ProductProducts; (e) the possession, distribution, sale and/or use of, or by reason of the seizure of, any ProductProducts; (f) any actual or asserted violation(s) of the FD&C Act or any other federal, state or local law, rule or regulation by virtue of which any Product Products sold, supplied or delivered to Lannett under this Agreement is alleged or determined to be adulterated, misbranded, mislabeled or otherwise not in full compliance with, or in contravention of, any federal, state or local law, rule or regulation; (g) any actual or alleged infringement of the ProductProducts, the use of the ProductProducts, the manufacture, processing and/or sale of the Product infringes Products infringing upon any proprietary or Intellectual Property Rights of any third party, including the infringement of any trademarks, service marks, trade names, trade secrets, patents, or copyrights; and/or (h) any actual or asserted violations of product Products liability with respect to the ProductProducts. Notwithstanding the above, in no event will Supplier be liable under subsections (a) through (h) above to the extent that any such Loss results from the willful, grossly negligent or negligent act or omission of Lannett or any Lannett Indemnitee.