Common use of Indemnification by Patheon Clause in Contracts

Indemnification by Patheon. Patheon hereby agrees to defend, at its expense, indemnify, and hold harmless Santarus, its directors, officers, employees, agents, and Affiliates against all Third Party Claims resulting from or arising out of (a) the failure to manufacture, package and test the Finished Product in accordance with the Specifications, GMP, Applicable Laws and the Patheon Manufacturing Responsibilities; (b) the failure to store the Finished Product, Bulk API or Raw Materials in accordance with the Specifications, GMP and Applicable Laws; (c) the negligence or willful misconduct of Patheon, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement, (d) a material breach by Patheon of any provision of this Agreement, the Quality Agreement or the Capital Agreement; or (e) a breach of any of Patheon's representations, warranties, or covenants set forth in this Agreement, the Quality Agreement or the Capital Agreement; provided, however, that Patheon shall not be obligated to indemnify Santarus under this Section 12.3 to the extent that such Claim results from or arises out of any act or omission for which Santarus is obligated to indemnify Patheon pursuant to Sections 12.1or 12.2 above.

Indemnification by Patheon. Patheon hereby agrees to defend, at its expense, indemnify, and hold harmless Santarus, its directors, officers, employees, agents, and Affiliates against all Third Party Claims resulting from or arising out of (a) the failure to manufacture, package and test the Finished Product in accordance with the Specifications, GMP, Applicable Laws and the Patheon Manufacturing Responsibilities; (b) the failure to store the Finished Product, Bulk API or Raw Materials in accordance with the Specifications, GMP and Applicable Laws; (c) the negligence or willful misconduct of Patheon, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement, (d) a material breach by Patheon of any provision of this Agreement, the Quality Agreement or the Capital Agreement; or (e) a breach of any of Patheon's ’s representations, warranties, or covenants set forth in this Agreement, the Quality Agreement or the Capital Agreement; provided, however, that Patheon shall not be obligated to indemnify Santarus under this Section 12.3 to the extent that such Claim results from or arises out of any act or omission for which Santarus is obligated to indemnify Patheon pursuant to Sections 12.1or 12.2 above.