Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, directors, officers employees and agents from and against all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; (B) any use, manufacture, packaging, sale, promotion or distribution of Product by Client, or use of, or exposure to, the API or Product, including, without limitation, product liability or strict liability; (C) Client’s exercise of control over the Processing or Packaging under this Agreement, to the extent that Client’s instructions or directions violate Applicable Law; (D) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by Confidential Information or other information provided by Client, including Client-supplied materials; or (E) any negligence or willful misconduct by Client, except to the extent that any of the foregoing arises out of or results from the breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent.

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers officers, employees and agents (“Catalent Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any usedevelopment, manufacture, packaging, sale, promotion or distribution of Product by Clientpromotion, distribution, importation, exportation, storage, handling, transportation, disposition or use of, of or exposure toto the Drug, the API Supplies or Productany other Zydis Formulation, including, without limitation, including product liability or strict liability; , (C) Client’s exercise of control over the Processing or Packaging under this Agreement, Development Program to the extent that Client’s instructions or directions violate Applicable Law; Laws, (D) the conduct of any clinical trials utilizing the Drug, Supplies or any other Zydis Formulation, (E) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights arising from or by Confidential Information intellectual property or other information provided by Client, including Client-supplied materials; Materials, or (EF) any gross negligence or willful misconduct by Client, ; except to the extent that any of the foregoing arises out of or results from the any Catalent Indemnitee’s negligence, willful misconduct or breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent.

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers and employees and agents (“Catalent Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth out in this Agreement; , (B) any use, manufacture, packaging, sale, promotion or promotion, distribution of Product by Client, or use of, of or exposure toto Product or Client-supplied Materials, the API or Product, including, without limitation, including product liability or strict liability; , (C) Client’s exercise of control over the Processing or Packaging under this AgreementProcessing, to the extent that Client’s instructions or directions violate Applicable Law; Laws, (D) the conduct of any clinical trials utilising Product or API, (E) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by Confidential Information intellectual property or other information provided by Client, including Client-supplied materials; Materials, or (EF) any negligence or willful misconduct by Client, ; in each case except to the extent that any of the foregoing arises out of or results from the any Catalent Indemnitee’s negligence, willful misconduct or breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent.

Indemnification by Client. Client shall indemnify indemnify, defend and hold harmless Catalent, its Affiliates, and their respective directors, officers and employees and agents ("Catalent Indemnitees") from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any use, manufacture, packaging, sale, promotion or promotion, distribution of Product by Client, or use of, of or exposure toto Product or Client-supplied Materials, the API or Product, including, without limitation, including product liability or strict liability; , (C) Client’s 's exercise of control over the Processing or Packaging under this AgreementProcessing, to the extent that Client’s 's instructions or directions violate Applicable Law; Laws, (D) the conduct of any clinical trials utilizing Product or API, (E) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by Confidential Information intellectual property or other information provided by Client, including Client-supplied materials; Materials, or (EF) any negligence or willful misconduct by Client, ; in each case except to the extent that any of the foregoing arises out of or results from the any Catalent Indemnitee' s negligence, willful misconduct or breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent.

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers officers, employees and agents (“Catalent Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any use, manufacture, packaging, sale, promotion or promotion, distribution of Product by Client, or use of, of or exposure toto Product, the API or Productany other Client-supplied Materials, including, without limitation, including product liability or strict liability; , (C) Client’s exercise of control over the Processing or Packaging under this AgreementProcessing, to the extent that Client’s instructions or directions violate Applicable Law; Laws, (D) the conduct of any clinical trials utilizing Product or API, (E) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by Confidential Information intellectual property or other information provided by Client, including Client-supplied materials; Materials, or (EF) any negligence negligence, recklessness or willful misconduct by Client, ; in each case except to the extent that any of the foregoing arises out of or results from the any Catalent Indemnitee’s negligence, recklessness, willful misconduct or breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent.

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers and employees and agents (“Catalent Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party Losses to the extent arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement; , (B) any use, manufacturemanufacture (other than due to Catalent Defective Processing), packaging, sale, promotion or promotion, distribution of Product by Client, or use of, of or exposure toto Product or Client-supplied Materials, the API or Product, including, without limitation, including product liability or strict liability; , (C) Client’s exercise of control over the Processing or Packaging under this AgreementProcessing, to the extent that Client’s instructions or directions violate Applicable Law; Laws, (D) the conduct of any clinical trials utilizing Product or API under authority of Client or its designee, (E) any actual or alleged infringement or violation of any third party patent, trade secret, copyright, trademark or other proprietary rights by that results from (i) Catalent’s use in accordance with this Agreement of Client IP or Client Confidential Information or other information provided by Client, including Client-supplied materials; Materials or (Eii) Client’s sale of the Product, or (F) any negligence or willful misconduct by Client, ; in each case except to the extent that any of the foregoing arises out of or results from the any Catalent Indemnitee’s negligence, willful misconduct or breach by Catalent of this Agreement, or the negligence or willful misconduct of Catalent.