Common use of Amgen Clause in Contracts

Amgen. Amgen agrees, at Amgen’s cost and expense, to defend, indemnify and hold harmless Infinity and its Affiliates and their respective directors, officers, employees and agents (the “Infinity Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Amgen of any of its representations, warranties or obligations pursuant to the Prior Agreement or this Agreement, (b) the gross negligence or willful misconduct of Amgen or (c) injuries resulting from Amgen’s activities conducted in connection with the Prior Agreement or this Agreement or from the development, manufacture, use, sale or other disposition by Amgen of any product containing a Program Compound, or any other product or service offered by Amgen, its Affiliates and/or its licensees or collaborators (other than Infinity) outside of activities conducted in connection with the Prior Agreement or this Agreement. In the event of any such claim against the Infinity Indemnified Parties by any Third Party, Infinity shall promptly notify Amgen in writing of the claim and Amgen shall manage and control, at its sole expense, the defense of the claim and its settlement. The Infinity Indemnified Parties shall cooperate with Amgen and may, at their option and expense, be separately represented in any such action or proceeding. Amgen shall not be liable for any litigation costs or expenses incurred by the Infinity Indemnified Parties without Amgen’s prior written authorization. In addition, Amgen shall not be responsible for the indemnification or defense of any Infinity Indemnified Party to the extent arising from any negligent or intentional acts by any Infinity Indemnified Party or the breach by Infinity of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.

Amgen. Amgen agrees, agrees to defend Tularik and its Affiliates at Amgen’s cost and expense, to defend, and will indemnify and hold harmless Infinity Tularik and its Affiliates and their respective directors, officers, employees and agents (the “Infinity Tularik Indemnified Parties”) harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Amgen of any of its representations, warranties or obligations pursuant to the Prior Agreement or this Agreement, (b) the gross negligence or willful misconduct of Amgen or (c) injuries resulting from Amgen’s activities conducted in connection with under the Prior Agreement or this Agreement Research Program or from the development, manufacture, use, sale or other disposition by Amgen of any product containing a Program CompoundAmgen Development Product, or any other product or service offered by Amgen, its Affiliates and/or its licensees or collaborators (other than InfinityTularik) outside of activities conducted in connection with the Prior Agreement Research Program or this AgreementDevelopment and Commercialization activities. In the event of any such claim against the Infinity Tularik Indemnified Parties by any Third Party, Infinity Tularik shall promptly notify Amgen in writing of the claim and Amgen shall manage and control, at its sole expense, the defense of the claim and its settlement. The Infinity Tularik Indemnified Parties shall cooperate with Amgen and may, at their option and expense, be separately represented in any such action or proceeding. Amgen shall not be liable for any litigation costs or expenses incurred by the Infinity Tularik Indemnified Parties without Amgen’s prior written authorization. In addition, Amgen shall not be responsible for the indemnification or defense of any Infinity Tularik Indemnified Party to the extent arising from any negligent or intentional acts by any Infinity Tularik Indemnified Party or the breach by Infinity Tularik of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.

Amgen. Amgen agrees, at Amgen’s cost and expense, to defend, indemnify and hold harmless Infinity and its Affiliates and their respective directors, officers, employees and agents (the “Infinity Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Amgen of any of its representations, warranties or obligations pursuant to the Prior Agreement or this Agreement, (b) the gross negligence or willful misconduct of Amgen or (c) injuries resulting from Amgen’s activities conducted in connection with the Prior Agreement or this Agreement or from the development, manufacture, use, sale or other disposition by Amgen of any product containing a Program Compound, or any other product or service offered by Amgen, its Affiliates and/or its licensees or collaborators (other than Infinity) outside of activities conducted in connection with the Prior Agreement or this Agreement. In the event of any such claim against the Infinity Indemnified Parties by any Third Party, Infinity shall promptly notify Amgen in writing of the claim and Amgen shall manage and control, at its sole expense, the defense of the claim and its Amgen Contract No. 200315899-002 settlement. The Infinity Indemnified Parties shall cooperate with Amgen and may, at their option and expense, be separately represented in any such action or proceeding. Amgen shall not be liable for any litigation costs or expenses incurred by the Infinity Indemnified Parties without Amgen’s prior written authorization. In addition, Amgen shall not be responsible for the indemnification or defense of any Infinity Indemnified Party to the extent arising from any negligent or intentional acts by any Infinity Indemnified Party or the breach by Infinity of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.