Client Applications. Company will, and will ensure that any Approved Client Application(s) will, comply with [[Google:Organization]]’s Client Application Guidelines, as provided by [[Google:Organization]] to Company from time to time. Company will, and will ensure that any ​ will, comply with all relevant [[Google:Organization]] Program Guidelines and [[Google:Organization]]’s Software Principles located at the following URL: http://www.[[Google:Organization]].com/about/company/software-principles.html (or a different URL [[Google:Organization]] may provide to Company from time to time). Any updates to these will provide for the ​ nature of this Agreement.

Client covenants, represents, and warrants that:

Client agrees to indemnify, defend and hold harmless Patheon, its Affiliates, and its and their respective officers, directors, employees and agents (collectively, the “Patheon Indemnitees”) against any Losses that any of them may suffer in connection with any Third Party Claims arising from, relating to or occurring as a result of # the development, commercialization or use of the Product (including, but not limited to, product liability claims and claims that such Product infringes any Third Party Rights and claims for personal damages or injuries); # Client technology transferred to Patheon for the development and/or Manufacturing of the Product not having been generated in compliance with Applicable Laws, or violating any patent, trade secret or other proprietary or intellectual property rights of any Third Party; # any Client Indemnitee’s ​ in performing obligations under this Agreement; or # Client’s breach of this Agreement, the Quality Agreement, cGMP or Applicable Law; except to the extent that such Third Party Claims are due to any breach by Patheon of its obligations under this Agreement, any Deficient Product supplied by Patheon, or ​ of Patheon.

Client agrees to defend and indemnify Patheon, its officers and employees, against all losses, damages, costs, claims, demands, subpoenas, judgments and liability to, from and in favour of third parties (other than Affiliates) for # any claim of infringement of any Third Party Rights in 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 the Manufacturing Services, or any portion of them, or # any claim of personal injury or property damage to the extent that the injury or damage arises other than from a breach of this Agreement or the relevant Product Agreement by Patheon , including, without limitation, any representation or warranty contained in this Agreement, or is the result of negligence or wilful misconduct of Patheon, its officers, employees or Affiliates, except to the extent that the losses, damages, costs, claims, demands, subpoenas, judgments, and liability are due to the negligence or wrongful acts of Patheon, its officers, employees, or Affiliates.

Client Obligations. Client shall not reverse engineer, reverse assemble, decompile, create derivative works, modify, or otherwise attempt to derive the source code of any software on the System or copy, download, modify, or create derivative works of such software. Also, Client shall not permit access to the System or related documentation to any other person or entity. The System and all parts thereof, in all of their tangible and intangible manifestations, all existing or new enhancements, developments, derivative works, and other modifications to the System (or any part thereof), and all related proprietary rights, are and shall remain the exclusive property of Cardinal Health.

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.

Client Materials. With respect to the Client Materials, which shall be supplied by Client to SBL ​ during SBL’s performance the Services ​, SBL shall submit an invoice to Client in an amount as set forth in Section 9.1 upon SBL’s completion of such the applicable stage of the Services or upon SBL’s Release of a Batch of Product, as applicable.

Client Invention. Any Invention that ​ shall be a “Client Invention”. SBL hereby assigns, and shall cause to be assigned, to Client all right, title and interest in and to all Client Inventions. SBL shall notify Client of such Client Invention(s) in writing immediately after SBL, the Project Management Team Leader, respective project personnel, SBL’s or its

Client Responsibility. 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. 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 Client.

Client Containers. Host may use pods provided by the Client (“Client Container”) for purposes of providing Services for the Client; provided, however, that all Client Containers must be approved in writing by the Host prior to delivery by Client. In the event Client Equipment is delivered earlier than the date on which certain Client Containers may be deemed ready for hosting by the Host, Host may find other facilities, pods, or containers to host such Client Equipment before the relevant Client Containers are deemed ready for hosting by the Host. Notwithstanding any contradictory terms in this Agreement, Client shall be solely liable for all shipping arrangements for the Client Containers, and the Host Containers shall remain the property of Client at all times. Host may move the Client Containers, including any Client Equipment, to other properties without the prior written consent of Client upon written notice to Client.