Client. Client represents, warrants and undertakes to Catalent that:

Client. Client represents, warrants and covenants to Cardinal Health that:

Client will defend and indemnify Patheon, its officers and employees, from all Claims # of infringement of any Third Party Rights in or by the Products or that relates to the manufacture of the Product by a proprietary process disclosed by Client or to Patheon’s use of Client’s Intellectual Property to perform

Client Responsibility. For clarity, the parties agree that in reviewing the documents referred to in [subsections (b) and (c)])] above, Patheon’s role will be limited to verifying the accuracy of the description of the work undertaken or to be undertaken by Patheon. Subject to the foregoing, Patheon will not assume any responsibility for the accuracy of any application for receipt of an approval by a Regulatory Authority. The Client is solely responsible for the preparation and filing of the application for approval by the Regulatory Authority and any relevant costs will be borne by the Client, excepts as otherwise provided in this Section 7.8.

Client Responsibility. For clarity, the parties agree that in reviewing the documents referred to in [clause (b) above], [[Organization A:Organization]]'s role will be limited to verifying the accuracy of the description of the work undertaken or to be undertaken by [[Organization A:Organization]]. Subject to the foregoing, [[Organization A:Organization]] will not assume any responsibility for the accuracy of any application for receipt of an approval by a Regulatory Authority. The Client is solely responsible for the preparation and filing of the application for approval by the Regulatory Authority and any relevant costs will be borne by the Client.

Client covenants, represents, and warrants that:

As part of the written notification acknowledgement, Client will confirm if they require approval of the DR within ​ Business Days. If no response is received, Patheon will proceed to complete in the investigation without Client approval. A copy of the closed DR will be provided to Client if required.

Client Indemnification. Client hereby agrees to save, defend, indemnify and hold harmless [[CoreRx:Organization]] and its officers, directors, employees, consultants and agents (“[[CoreRx:Organization]] Indemnities”) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which any such [[CoreRx:Organization]] Indemnity may become subject as a result of any claim, demand, action or other proceeding by any third party to the extent such Losses arise out of: # the breach by Client of any representation, warranty, covenant or agreement made by it under this Agreement; # the gross negligence or willful misconduct of any Client Indemnity; or # the Client’s development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Client; except, in each case, to the extent such Losses result from the material breach by [[CoreRx:Organization]] of any representation, warranty, covenant or agreement made by it under this Agreement or the gross negligence or willful misconduct of any [[CoreRx:Organization]] Indemnity.

Attorney-Client Privilege. Neither Party is waiving, nor shall be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges or the like as a result of disclosing information pursuant to this Agreement, or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties: # share a common legal and commercial interest in such disclosure that is subject to such privileges and protections; # are or may become joint defendants in proceedings to which the information covered by such protections and privileges relates; # intend that such privileges and protections remain intact should either Party become subject to any actual or threatened proceeding to which the Disclosing Party’s Confidential Information covered by such protections and privileges relates; and # intend that after the Effective Date both the Receiving Party and the Disclosing Party shall have the right to assert such protections and privileges.

Client’s Program Lead for this SOW#X is: