Common use of Indemnification by Patheon Clause in Contracts

Indemnification by Patheon. Patheon will indemnify Flexion, its Affiliates, and their respective directors, officers, employees, and agents (the “Flexion Indemnified Parties”), and defend and save each of them harmless from and against any and all Third Party Loss incurred by any of them in connection with, arising from, or occurring as a result of (a) 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 Transfer Services in accordance with the terms of this Agreement; (b) a claim that any Existing Patheon Intellectual Property (as defined in the Manufacturing and Supply Agreement) or other intellectual property of Patheon employed by Patheon in providing the Transfer Services infringes or misappropriates a United States patent or any other intellectual property rights except to the extent such claim is based on the use of Existing Flexion Intellectual Property, Flexion Improvements, the Manufacturing Process or the Product in accordance with the terms and conditions of this Agreement, (c) any claim of personal injury or property damage to the extent that the injury or damage is the result of any negligence or willful misconduct by Patheon or any of its Affiliates, or (d) any claim of personal injury or property damage to the extent that the injury or damage is the result of any breach by Patheon of any of its obligations or any inaccuracy of any of Patheon’s warranties under this Agreement; except, in each case, for those Losses for which Flexion has an obligation to indemnify the Patheon Indemnified Parties pursuant to Section 7.1 above, as to which Losses each Party shall indemnify the other to the extent of their respective liability for such Losses; and provided, however, that Patheon will not be required to indemnify the Flexion Indemnified Parties with respect to any such Loss hereunder to the extent the same is caused by any breach of contract, negligent act or omission, or intentional misconduct by Flexion or any or its Affiliates.

Indemnification by Patheon. Patheon will indemnify FlexionClient, its Affiliates, Affiliates and its and their respective directors, officers, employees, employees and agents (the “Flexion Indemnified PartiesClient Indemnitees”), and defend and save hold each of them harmless from and against any and all Third Party Loss incurred by any of them in connection withlosses, damages, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively, “Losses”) arising from, from or occurring as a result of (a) any claim of personal injury third party claims, lawsuits, actions or property damage to the extent that the injury proceedings (“Third Party Claims”) against a Client Indemnitee arising from or damage is the occurring as a result of a failure (i) the breach by Patheon to perform the Transfer Services in accordance with the terms of this Agreement; (bii) a claim that any Existing Patheon Intellectual Property (as defined in the Manufacturing and Supply Agreement) or other intellectual property of Patheon employed by Patheon in providing the Transfer Services infringes or misappropriates a United States patent or any other intellectual property rights except to the extent such claim is based on the use of Existing Flexion Intellectual Property, Flexion Improvements, the Manufacturing Process or the Product in accordance with the terms and conditions of this Agreement, (c) any claim of personal injury or property damage to the extent that the injury or damage is the result of any negligence or willful misconduct by of any Patheon Indemnitee in connection with the performance of this Agreement; (iii) any claim that the use or practice of Patheon Intellectual Property in connection with the manufacture of any of its AffiliatesProduct violates, breaches, or infringes any Third Party Rights, or (div) the handling, release, or disposal of any waste by Patheon; (b) any claim of personal injury or property damage to death suffered by any Patheon Indemnitee in connection with the extent that manufacturing of Product hereunder or the injury or damage is the result of any breach by Patheon of any of its obligations or any inaccuracy of any performance of Patheon’s warranties other obligations hereunder; or (c) the enforcement by a Client Indemnitee of its rights under this AgreementSection 10.3; except, except in each case, case for those Losses for which Flexion Client has an obligation to indemnify the Patheon Indemnified Parties Indemnitees pursuant to Section 7.1 above10.4, as to which Losses each Party shall party will indemnify the other party to the extent of their its respective liability for such Losses; and provided, however, that Patheon will not be required to indemnify the Flexion Indemnified Parties with respect to any such Loss hereunder to the extent the same is caused by any breach of contract, negligent act or omission, or intentional misconduct by Flexion or any or its Affiliates.

Indemnification by Patheon. Patheon will indemnify Flexionagrees to defend, indemnify, and hold Client, its AffiliatesAffiliates and licensees, and each of their respective directors, officers, employees, and agents (the “Flexion Indemnified PartiesClient Indemnitees”), and defend and save each of them ) harmless from and against any and all Third Party losses, damages, costs, liabilities, fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any suit, claim, demand, judgment or action brought by a third party (excluding Affiliates) (each, a “Claim”) including, without limitation, any Claim of personal injury or property damage, to the extent that such Loss incurred by any of them in connection with, arising from, or occurring as a is the result of (a) a failure by Patheon or any claim other Patheon Indemnitee to perform the Manufacturing Services in accordance with the Specifications, cGMPs or Applicable Laws, (b) Patheon’s breach of personal injury any of its obligations, representations or property damage warranties under this Agreement, or (c) the negligence or willful misconduct of any Patheon Indemnitee, except to the extent that the injury Losses are due to the negligence or damage is willful misconduct of any Client Indemnitee. If a claim occurs, Client will: (a) promptly notify Patheon of the result of a failure by Patheon to perform the Transfer Services in accordance with the terms of this AgreementClaim; (b) a claim that any Existing Patheon Intellectual Property (as defined in use commercially reasonable efforts to mitigate the Manufacturing and Supply Agreement) or other intellectual property effects of Patheon employed by Patheon in providing the Transfer Services infringes or misappropriates a United States patent or any other intellectual property rights except to the extent such claim is based on the use of Existing Flexion Intellectual Property, Flexion Improvements, the Manufacturing Process or the Product in accordance with the terms and conditions of this Agreement, Claim; (c) any claim reasonably cooperate with Patheon in the defence of personal injury or property damage to the extent that the injury or damage is the result of any negligence or willful misconduct by Patheon or any of its Affiliates, or Claim; and (d) any claim permit Patheon to control the defence and settlement of personal injury or property damage to the extent that the injury or damage is the result of any breach by Patheon of any of its obligations or any inaccuracy of any of Claim, all at Patheon’s warranties under this Agreement; exceptcost and expense. Notwithstanding the foregoing, in each casePatheon shall not compromise or settle any Claim for any damages other than monetary damages without Client’s prior written consent, for those Losses for which Flexion has an obligation to indemnify the Patheon Indemnified Parties pursuant to Section 7.1 above, as to which Losses each Party shall indemnify the other to the extent of their respective liability for such Losses; and provided, however, that Patheon will not be required to indemnify the Flexion Indemnified Parties with respect to any such Loss hereunder to the extent the same is caused by any breach of contract, negligent act or omission, or intentional misconduct by Flexion or any or its Affiliatesunreasonably withheld.