Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. Client shall indemnify, defend and hold harmless Catalent, its Affiliates, and their respective directors, officers and employees (“Catalent Indemnitees”) from and against any and all Losses suffered by a Catalent Indemnitee arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement, (B) any manufacture, packaging, sale, promotion, distribution or use of or exposure to Product or Client-supplied Materials, including product liability or strict liability (except to the extent covered by Catalent’s obligations under Section 13.1), (C) Client’s exercise of control over the Processing, to the extent that Client’s instructions or directions violate Applicable 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 intellectual property or other information provided by Client, including Client-supplied Materials, 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 any Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement. In addition, Client shall indemnify, defend and hold harmless the Catalent Indemnitees from and against any and all Losses arising out of or resulting from any federal regulatory filings by or on behalf of Client or any of its Affiliates, including Losses incurred by Catalent arising from filings under 21 U.S.C. 355 and/or Section 505 of the Food and Drug Act (or non-U. S. equivalents) and related claims or proceedings (including Losses associated with Catalent’s obligation to respond to third party subpoenas).

Indemnification by Client. Client CLIENT shall indemnify, defend indemnify and hold VCS Representatives harmless Catalent, its Affiliates, and their respective directors, officers and employees (“Catalent Indemnitees”) from and defend against any and all Losses suffered in respect to a claim brought against any VCS Representative by a Catalent Indemnitee arising out of Person other than CLIENT which results or resulting arises from or is caused by (Ai) any breach negligent or willful acts or omissions by the CLIENT Representatives in connection with CLIENT’s program of selling and marketing its representations, warranties or obligations Products set forth in this Agreement, ; (Bii) any manufactureacts or omissions by any CLIENT Representative outside the scope of this Agreement; (iii) any breach of this Agreement by any CLIENT Representatives in connection with the representations, packagingduties and obligations of CLIENT under this Agreement (including any intentional wrongful acts or illegal acts of any CLIENT Representative in respect of any VCS Field Force member); (iv) products liability claims relating to any Product, salewhether arising out of warranty, promotionnegligence, distribution strict liability (including manufacturing, design, warning or instruction claims) or any other product based statutory claim, and (v) any allegation that the trademarks, trade names and trade dress referred to in Section 8.1 used in the promotion of the Products or use of or exposure to Product or Client-supplied Materials, including product liability or strict liability (except the name “ENDO” in performing Services hereunder infringes any intellectual property rights of any other Person. The indemnity obligation set forth in this Section 10.2 shall not apply to the extent covered by Catalent’s obligations VCS has an obligation to indemnify CLIENT in respect to such matter under Section 13.1), (C) Client’s exercise of control over the Processing, to the extent that Client’s instructions or directions violate Applicable 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 intellectual property or other information provided by Client, including Client-supplied Materials, 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 any Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement. In addition, Client shall indemnify, defend and hold harmless the Catalent Indemnitees from and against any and all Losses arising out of or resulting from any federal regulatory filings by or on behalf of Client or any of its Affiliates, including Losses incurred by Catalent arising from filings under 21 U.S.C. 355 and/or Section 505 of the Food and Drug Act (or non-U. S. equivalents) and related claims or proceedings (including Losses associated with Catalent’s obligation to respond to third party subpoenas)10.1.

Indemnification by Client. Client CLIENT shall indemnify, defend indemnify and hold VCS Representatives harmless Catalent, its Affiliates, and their respective directors, officers and employees (“Catalent Indemnitees”) from and defend against any and all Losses suffered which result or arise from or are caused by a Catalent Indemnitee arising out of or resulting from (Ai) any breach negligent or willful acts or omissions by the CLIENT Representatives in connection with CLIENT’s program of selling and marketing its representations, warranties or obligations Products set forth in this Agreement; (ii) any acts or omissions by any CLIENT Representative outside the scope of this Agreement; (iii) any breach of this Agreement by any CLIENT Representatives in connection with the representations, duties and obligations of CLIENT under this Agreement, (Biv) products liability claims relating to any Product of CLIENT, whether arising out of warranty, negligence, strict liability (including manufacturing, design, warning or instruction claims) or any other product based statutory claim, and (v) any manufacturethird party claim alleging that the trademarks, packaging, sale, promotion, distribution trade names and trade dress referred to in Section 8.1 used in the promotion of the Products or use of or exposure to Product or Client-supplied Materials, including product liability or strict liability (except the name “ENDO” in performing Services hereunder infringes any intellectual property rights of any other Person. The indemnity obligation set forth in this Section 10.2 shall not apply to the extent covered by Catalent’s obligations VCS has an obligation to indemnify CLIENT in respect to such matter under Section 13.1), (C) Client’s exercise of control over the Processing, to the extent that Client’s instructions or directions violate Applicable 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 intellectual property or other information provided by Client, including Client-supplied Materials, 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 any Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement. In addition, Client shall indemnify, defend and hold harmless the Catalent Indemnitees from and against any and all Losses arising out of or resulting from any federal regulatory filings by or on behalf of Client or any of its Affiliates, including Losses incurred by Catalent arising from filings under 21 U.S.C. 355 and/or Section 505 of the Food and Drug Act (or non-U. S. equivalents) and related claims or proceedings (including Losses associated with Catalent’s obligation to respond to third party subpoenas)10.1.

Indemnification by Client. Client CLIENT shall indemnify, defend indemnify and hold VCS Representatives harmless Catalent, its Affiliates, and their respective directors, officers and employees (“Catalent Indemnitees”) from and defend against any and all Losses suffered in respect to a claim brought against any VCS Representative by a Catalent Indemnitee arising out of Person other than CLIENT which results or resulting arises from or is caused by (Ai) any breach negligent or willful acts or omissions by the CLIENT Representatives in connection with CLIENT’s program of selling and marketing its representations, warranties or obligations Products set forth in this Agreement, ; (Bii) any manufactureacts or omissions by any CLIENT Representative outside the scope of this Agreement; (iii) any breach of this Agreement by any CLIENT Representatives in connection with the representations, packagingduties and obligations of CLIENT under this Agreement (including any intentional wrongful acts or illegal acts of any CLIENT Representative in respect of any VCS Field Force member); (iv) products liability claims relating to any Product, salewhether arising out of warranty, promotionnegligence, distribution strict liability (including manufacturing, design, warning or instruction claims) or any other product based statutory claim, and (v) any allegation that the trademarks, trade names and trade dress referred to in Section 8.1 used in the - 24 - promotion of the Products or use of or exposure to Product or Client-supplied Materials, including product liability or strict liability (except the name “ENDO” in performing Services hereunder infringes any intellectual property rights of any other Person. The indemnity obligation set forth in this Section 10.2 shall not apply to the extent covered by Catalent’s obligations VCS has an obligation to indemnify CLIENT in respect to such matter under Section 13.1), (C) Client’s exercise of control over the Processing, to the extent that Client’s instructions or directions violate Applicable 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 intellectual property or other information provided by Client, including Client-supplied Materials, 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 any Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement. In addition, Client shall indemnify, defend and hold harmless the Catalent Indemnitees from and against any and all Losses arising out of or resulting from any federal regulatory filings by or on behalf of Client or any of its Affiliates, including Losses incurred by Catalent arising from filings under 21 U.S.C. 355 and/or Section 505 of the Food and Drug Act (or non-U. S. equivalents) and related claims or proceedings (including Losses associated with Catalent’s obligation to respond to third party subpoenas)10.1.