Indemnification by Patheon. Patheon shall indemnify, defend, and hold harmless Metabolex and Metabolex’s directors, officers, employees, and agents (the “Metabolex Indemnitees”) from and against any and all third party Claims resulting from or arising out of (a) the performance of the Services by Patheon; (b) the negligence, gross negligence, or intentional misconduct on the part of the Patheon Indemnitees or Patheon’s subcontractors relating to this Agreement or the Services, or (c) a breach of Patheon’s obligations, covenants, representations, or warranties under this Agreement. Such indemnity shall not apply if Metabolex fails to comply with the indemnification procedures set forth in Section 12.3 or to the extent that a Claim arises out of or results from (i) the negligence, gross negligence or intentional misconduct of any of the Metabolex Indemnitees, or (ii) a breach of Metabolex’s obligations, covenants, representations or warranties under this Agreement.
Appears in 3 contracts
Sources: Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.), Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.), Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.)