AMYLIN Indemnification Sample Clauses
AMYLIN Indemnification. AMYLIN hereby agrees to indemnify and hold UCB (including its Affiliates) and its agents, employees, officers, directors and insurers harmless from and against any and all “Losses” resulting from any claim by a Third Party of bodily injury, personal injury or property or other damage arising out of (a) AMYLIN’s material breach of or negligence or intentional misconduct in performing any of AMYLIN’s activities, as contemplated under, this Agreement, or (b) AMYLIN’s material breach of any representation or warranty under this Agreement, or (c) the handling, possession, or use of the Product or Commercial Product following delivery to a common carrier pursuant to Paragraph 4.4 (including but not limited to use of Product in AMYLIN’s clinical trials and AMYLIN’s commercial sale of the Product; but, only to the extent that such Losses in (a), (b) or (c) above do not arise from UCB’s negligence, intentional misconduct or material breach of any representation or warranty under or terms of this Agreement.
AMYLIN Indemnification. AMYLIN shall defend, indemnify and hold harmless CP, its officers, agents and employees from any loss, claim, action, damage, expense or liability, including defense costs and attorneys' fees ("Claim") arising out of or related to any act, omission, fact, matter or thing which is other than CP's liability in accordance with Paragraphs 6.2, 6.3 and 6.4, including, without prejudice to the generality of the foregoing:
(a) the handling, possession or use of Active Raw Material prior to its delivery to CP pursuant to Paragraph 2.3(a);
(b) infringement of a third party's intellectual property rights relating to pramlintide as a result of CP's manufacture and/or storage of the Pramlintide Injection Product hereunder;
(c) any hazard to CP's employees or former employees caused by or arising from or as a consequence of the manufacturing and/or storage by CP of the Pramlintide Injection Product which hazard had not been disclosed to CP in writing; and
(d) damage to Pramlintide Injection Product after delivery to a carrier in accordance with AMYLIN's instructions.