Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. Client shall indemnify and hold harmless Catalent, its Affiliates, and their respective directors, officers, employees and agents (“Catalent Indemnitees”) from and against any and all Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations set forth in this Agreement, (B) any development, manufacture, packaging, sale, promotion, distribution, importation, exportation, storage, handling, transportation, disposition or use of or exposure to the Drug, Supplies or any other Zydis Formulation, including product liability or strict liability, (C) Client’s exercise of control over the Development Program to the extent that Client’s instructions or directions violate Applicable 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 intellectual property or information provided by Client, including Client-supplied Materials, or (F) any gross negligence or willful misconduct by Client; 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.

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 all suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any and all Losses 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 developmentuse, manufacture, packaging, sale, promotionpromotion or distribution of Product by Client, distribution, importation, exportation, storage, handling, transportation, disposition or use of of, or exposure to to, the DrugAPI or Product, Supplies or any other Zydis Formulationincluding, including without limitation, product liability or strict liability, ; (C) Client’s exercise of control over the Development Program Processing or Packaging under this Agreement, to the extent that Client’s instructions or directions violate Applicable Laws, Law; (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 by Confidential Information or by intellectual property or other information provided by Client, including Client-supplied Materials, materials; or (FE) any gross negligence or willful misconduct by Client; , except to the extent that any of the foregoing arises out of or results from any the breach by Catalent Indemnitee’s negligence, willful misconduct or breach of this Agreement, or the negligence or willful misconduct of Catalent.