Common use of By Amgen Clause in Contracts

By Amgen. Amgen agrees to defend Company and its (and its Affiliates’) directors, officers, employees and agents (the “Company Indemnified Parties”) at Amgen’s cost and expense, and will indemnify and hold Company and the other Company Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of Amgen, or (b) the material breach of this Agreement or the representations and warranties made hereunder by Amgen; except, in each case, to the extent such Losses result from clause (a), (b), or (c) of Section 8.1.2 (By Company). In the event of any such claim against the Company Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company promptly notifying Amgen in writing of the claim, (y) Company granting Amgen sole management and control, at Amgen’s sole expense, of the defense of the claim and/or its settlement (provided that Amgen shall not settle any such claim without the prior written consent of Company if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by a Company Indemnified Party), would bind or impair a Company Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company is invalid or unenforceable), and (z) at Amgen’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby. The Company Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen AMGEN agrees to defend Company RBNC and its (and its Affiliates’) directors, officers, employees and agents (the “Company RBNC Indemnified Parties”) at AmgenAMGEN’s cost and expense, and will indemnify and hold Company RBNC and the other Company RBNC Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of AmgenAMGEN or its Affiliates in connection with its activities under this Agreement, or (b) the material breach of this Agreement or the representations and warranties made hereunder by AmgenAMGEN, (c) the Exploitation of the Licensed Compounds by or on behalf of AMGEN or its Affiliates (including from product liability and intellectual property infringement claims) prior to the Effective Date, or (d) in the event the right to Exploit one or more Products is transferred to Amgen as a result of the termination of this Agreement, the Exploitation after the Term of such Products by or on behalf of AMGEN, its Affiliates, or their respective sublicensees (including from product liability and intellectual property infringement claims); except, in the case of each caseof (a) through (d) of this Section 7.1.1 (By AMGEN), to the extent such Losses result from clause (a), (b), ) or (c) of Section 8.1.2 7.1.2 (By CompanyRBNC). In the event of any such claim against the Company Indemnified Parties by a Third Party, the The foregoing indemnity obligations shall be conditioned upon (x) Company RBNC promptly notifying Amgen AMGEN in writing of the claimclaim (provided, however, that any failure or delay to notify shall not excuse any obligations of AMGEN except to the extent AMGEN is actually materially prejudiced thereby) and (y) Company RBNC granting Amgen AMGEN sole management and control, at AmgenAMGEN’s sole expense, of the defense of the claim and/or and its settlement (provided provided, however, that Amgen AMGEN shall not settle any such claim without the prior written consent of Company RBNC if such settlement does not include a complete release from liability or if such settlement would involve RBNC undertaking an obligation (including the payment of money by a Company RBNC Indemnified Party), would bind or impair a Company RBNC Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company RBNC or this Agreement is invalid invalid, narrowed in scope or unenforceable), and (z) the RBNC Indemnified Parties reasonably cooperating with AMGEN (at AmgenAMGEN’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby). The Company RBNC Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen AMGEN agrees to defend Company AKERO and its (and its Affiliates’) directors, officers, employees and agents (the “Company AKERO Indemnified Parties”) at AmgenAMGEN’s cost and expense, and will indemnify and hold Company AKERO and the other Company AKERO Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of AmgenAMGEN or its Affiliates in connection with its activities under this Agreement, or (b) the material breach of this Agreement or the representations and warranties made hereunder by AmgenAMGEN, (c) the death or injury of a person to the extent directly caused by the failure of any Product Lot delivered to AKERO hereunder to be manufactured in compliance with cGMP (to the extent identified as cGMP materials in Exhibit A) but excluding any event that could have been avoided or mitigated by the exercise of reasonable or customary care by any AKERO Indemnified Party, its sublicensees or collaborators, the applicable health care professionals or the users of the Product or that results from the storage, processing, handling, transport or maintenance of the Product after delivery or (d) the exercise by AMGEN of rights retained by or conveyed to AMGEN under Sections 2.5 or 9.5.1 after termination of this Agreement; except, in the case of each caseof (a), (b), (c) and (d) of this Section 7.1.1, to the extent such Losses result from clause (a), (b), ) or (c) of Section 8.1.2 7.1.2 (By CompanyAKERO). In the event of any such claim against the Company AKERO Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company AKERO promptly notifying Amgen AMGEN in writing of the claimclaim (provided, however, that any failure or delay to notify shall not excuse any obligations of AMGEN except to the extent AMGEN is actually prejudiced thereby) and (y) Company AKERO granting Amgen AMGEN sole management and control, at AmgenAMGEN’s sole expense, of the defense of the claim and/or and its settlement (provided provided, however, that Amgen AMGEN shall not settle any such claim without the prior written consent of Company AKERO (not to be unreasonably withheld, conditioned or delayed) if such settlement does not include a complete release from liability or if such settlement would involve AKERO undertaking an obligation (including the payment of money by a Company AKERO Indemnified Party), would bind or impair a Company AKERO Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company AKERO or this Agreement is invalid invalid, narrowed in scope or unenforceable), and (z) at Amgen’s expense, the Company AKERO Indemnified Parties cooperating with Amgen; provided that in AMGEN (at AMGEN’s expense). If, based on the case reasonable advice of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except counsel to the extent Amgen is actually prejudiced thereby. The Company AKERO Indemnified Parties, the AKERO Indemnified Parties mayhave separate defenses from AMGEN or there is a conflict of interest between the AKERO Indemnified Parties CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and AMGEN, then the AKERO Indemnified Parties shall be permitted, at their option and own expense, be represented to retain counsel of its choosing to represent them in any such action or proceeding proceeding. Any obligation of AMGEN under this Section 7.1.1 with respect to the failure of any Product or Product Lot delivered to AKERO hereunder to be manufactured in compliance with cGMP shall be subject to clause (c) of this Section 7.1.1 and shall not be covered by counsel or subject to clause (a) or (b) of their own choosingthis Section 7.1.1.

By Amgen. Amgen agrees to defend Company and its (and its Affiliates’) directors, officers, employees and agents (the “Company Indemnified Parties”) at Amgen’s cost and expense, and will indemnify and hold Company and the other Company Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of Amgen, or (b) the material breach of this Agreement or the representations and warranties made hereunder by Amgen, (c) the Exploitation of the Product by or on behalf of Amgen (or the Exploitation of the Product by Japan Licensee), or (d) the death or injury of a person caused by the failure of the Product Lots delivered to Company hereunder to be manufactured in compliance with cGMP or the specifications set forth on the Specifications Schedule; except, in each case, to the extent such Losses result from clause (a), (b), or (c) of Section 8.1.2 (By Company). In the event of any such claim against the Company Indemnified [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company promptly notifying Amgen in writing of the claim, (y) Company granting Amgen sole management and control, at Amgen’s sole expense, of the defense of the claim and/or its settlement (provided that Amgen shall not settle any such claim without the prior written consent of Company if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by a Company Indemnified Party), would bind or impair a Company Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company is invalid or unenforceable), and (z) at Amgen’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby. , The Company Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen agrees to defend Company AMT and its (and its Affiliates’) directors, officers, employees and agents (the “Company AMT Indemnified Parties”) at Amgen’s cost and expense, and will indemnify and hold Company AMT and the other Company AMT Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claimsclaims and any claims made by any licensors under any Third Party Agreements described in Section 8.5.1.1) arising out of or otherwise relating to (ai) the gross negligence or willful misconduct of Amgen, or (bii) the material breach of this Agreement or the representations and warranties made hereunder by AmgenAmgen or (iii) following the grant of the licenses to Amgen under Section 8.5, the Exploitation of any GDNF Product by or on behalf of Amgen or its Affiliates or Sublicensees; except, in each case, to the extent such Losses result from clause (ai), (bii), or (ciii) of Section 8.1.2 9.9.2 (By CompanyAMT). In the event of any such claim against the Company AMT Indemnified Parties by a Third Party, the foregoing indemnity obligations AMT shall be conditioned upon (x) Company promptly notifying notify Amgen in writing of the claimclaim (provided, (yhowever, that any failure or delay to notify shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby) Company granting and Amgen sole management shall solely manage and control, at Amgen’s its sole expense, of the defense of the claim and/or and its settlement (provided settlement; provided, however, that Amgen shall not settle any such claim without the prior written consent of Company AMT if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by a Company an AMT Indemnified Party), would bind or impair a Company an AMT Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company AMT is invalid or unenforceable), and (z) at Amgen’s expense, the Company . The AMT Indemnified Parties cooperating shall cooperate with Amgen; provided that in the case of (x) Amgen and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby. The Company Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen agrees to defend Company Kite and its (and its Affiliates’) directors, officers, employees and agents (the “Company Kite Indemnified Parties”) at Amgen’s cost and expense, and will indemnify and hold Company Kite and the other Company Kite Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of AmgenAmgen or its Affiliates in connection with its activities under this Agreement, or (b) the material breach of this Agreement or the representations representations, warranties and warranties covenants made hereunder by Amgen, or (c) the Exploitation of any Amgen Product by or on behalf of Amgen, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b), or (c) of Section 8.1.2 11.1.2 (By CompanyKite). In the event of any such claim against the Company Kite Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company Kite promptly notifying Amgen in writing of the claimclaim (provided, however, that any failure or delay to notify shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby) and (y) Company Kite granting Amgen sole management and control, at Amgen’s sole expense, of the defense of the claim and/or and its settlement (provided provided, however, that Amgen shall not settle any such claim without the prior written consent of Company Kite if such settlement does not include a complete release from liability or if such settlement would involve Kite undertaking an obligation (including the payment of money by a Company Kite Indemnified Party), would bind or impair a Company Kite Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company Kite or this Agreement is invalid invalid, narrowed in scope or unenforceable), and (z) the Kite Indemnified Parties cooperating with Amgen (at Amgen’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby). The Company Kite Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen AMGEN agrees to defend Company TESARO and its (and its Affiliates’) directors, officers, employees and agents (the “Company TESARO Indemnified Parties”) at AmgenAMGEN’s cost and expense, and will indemnify and hold Company TESARO and the other Company TESARO Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of AmgenAMGEN, or (b) the material breach of this Agreement or the representations and warranties made hereunder by AmgenAMGEN; except, in each case, to the extent such Losses result from clause (a), (b), or (c) of Section 8.1.2 7.1.2 (By CompanyTESARO). In the event of any such claim against the Company TESARO Indemnified Parties by a Third Party, the foregoing indemnity obligations TESARO shall be conditioned upon (x) Company promptly notifying Amgen notify AMGEN in writing of the claimclaim (provided, (yhowever, that any failure or delay to notify shall not excuse any obligations of AMGEN except to the extent AMGEN is actually prejudiced thereby) Company granting Amgen sole management and AMGEN shall solely manage and control, at Amgen’s its sole expense, of the defense of the claim and/or and its settlement (provided settlement; provided, however, that Amgen AMGEN shall not settle any such claim without the prior written consent of Company TESARO if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by a Company TESARO Indemnified Party), would bind or impair a Company TESARO Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company TESARO is invalid or unenforceable), and (z) at Amgen’s expense, the Company . The TESARO Indemnified Parties cooperating shall cooperate with Amgen; provided that in the case of (x) AMGEN and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby. The Company Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen agrees to defend Company BioAge and its (and its Affiliates’) directors, officers, employees and agents (the “Company BioAge Indemnified Parties”) at Amgen’s cost and expense, and will indemnify and hold Company BioAge and the other Company BioAge Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of AmgenAmgen or its Affiliates in connection with its activities under this Agreement, or (b) the material breach of this Agreement or the representations and warranties made hereunder by Amgen; Xxxxx, except, in the case of each caseof (a) or (b) of this Section 7.1.1 (By Xxxxx), to the extent such Losses result from clause (a), (b), ) or (c) of Section 8.1.2 7.1.2 (By CompanyBioAge). In the event of any such claim against the Company BioAge Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company BioAge promptly notifying Amgen in writing of the claimclaim (provided, however, that any failure or delay to notify shall not excuse any obligations of Amgen except to the extent Amgen is actually materially prejudiced thereby) and (y) Company BioAge granting Amgen sole management and control, at Amgen’s sole expense, of the defense of the claim and/or and its settlement (provided provided, however, that Amgen shall not settle any such claim without the prior written consent of Company BioAge if such settlement does not include a complete release from liability or if such settlement would involve BioAge undertaking an obligation (including the payment of money by a Company BioAge Indemnified Party), would bind or impair a Company BioAge Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company BioAge or this Agreement is invalid invalid, narrowed in scope or unenforceable), and (z) the BioAge Indemnified Parties reasonably cooperating with Amgen (at Amgen’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby). The Company BioAge Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen AMGEN agrees to defend Company XXXXX and its (and its Affiliates’) directors, officers, employees and agents (the “Company XXXXX Indemnified Parties”) at AmgenAMGEN’s cost and expense, and will indemnify and hold Company XXXXX and the other Company XXXXX Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of AmgenAMGEN or its Affiliates in connection with its activities under this Agreement, or (b) the material breach of this Agreement or the representations and warranties made hereunder by Amgen; AMGEN, except, in the case of each caseof (a) or (b) of this Section 7.1.1 (By AMGEN), to the extent such Losses result from clause (a), (b), ) or (c) of Section 8.1.2 7.1.2 (By CompanyXXXXX). In the event of any such claim against the Company XXXXX Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company XXXXX promptly notifying Amgen AMGEN in writing of the claimclaim (provided, however, that any failure or delay to notify shall not excuse any obligations of AMGEN except to the extent AMGEN is actually materially prejudiced thereby) and (y) Company XXXXX granting Amgen AMGEN sole management and control, at AmgenAMGEN’s sole expense, of the defense of the claim and/or and its settlement (provided provided, however, that Amgen AMGEN shall not settle any such claim without the prior written consent of Company XXXXX if such settlement does not include a complete release from liability or if such settlement would involve XXXXX undertaking an obligation (including the payment of money by a Company XXXXX Indemnified Party), would bind or impair a Company XXXXX Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company XXXXX (including rights licensed hereunder from AMGEN) or this Agreement is invalid invalid, narrowed in scope or unenforceable), and (z) the XXXXX Indemnified Parties reasonably cooperating with AMGEN (at AmgenAMGEN’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby). The Company XXXXX Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Amgen AMGEN agrees to defend Company JASPER, its Affiliates and its (and its Affiliates’) their respective directors, officers, employees and agents (the “Company JASPER Indemnified Parties”) at AmgenAMGEN’s cost and expense, and will indemnify and hold Company JASPER and the other Company JASPER Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of AmgenAMGEN or its Affiliates in connection with its activities under this Agreement, or (b) the material breach of this Agreement or the representations representations, warranties and warranties covenants made hereunder by AmgenAMGEN; except, in each case, to the extent such Losses result from clause (a), (b), or (c) of Section 8.1.2 7.1.2 (By CompanyJASPER). In the event of any such claim against the Company JASPER Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company JASPER promptly notifying Amgen AMGEN in writing of the claimclaim (provided, however, that any failure or delay to notify shall not excuse any obligations of AMGEN except to the extent AMGEN is actually prejudiced thereby), (y) Company JASPER granting Amgen AMGEN sole management and control, at AmgenAMGEN’s sole expense, of the defense of the claim and/or and its settlement (provided provided, however, that Amgen AMGEN shall not settle any such claim without the prior written consent of Company JASPER if such settlement does not include a complete release from liability or if such settlement would involve JASPER undertaking an obligation (including the payment of money by a Company JASPER Indemnified Party), would bind or impair a Company JASPER Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company JASPER (including the Licensed Patents and Licensed Know-How) or this Agreement is invalid invalid, narrowed in scope or unenforceable), and (z) the JASPER Indemnified Parties reasonably cooperating with AMGEN (at AmgenAMGEN’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby). The Company JASPER Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Amgen. Subject to the remainder of this Article 14 (Indemnification), Amgen agrees to defend Company shall defend, indemnify, and its (and hold harmless Novartis, its Affiliates’) , and their respective directors, officers, employees and agents (solely to the extent acting within their agency) (collectively, “Company Indemnified PartiesNovartis Indemnitees”) ), at Amgen’s cost and expense, and will indemnify and hold Company and the other Company Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses and all Losses (including reasonable legal expenses and Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. attorneys’ fees incurred by any Novartis Indemnitees until such time as Amgen has acknowledged and expenses) (collectively, “Losses”) assumed its indemnification obligation hereunder with respect to the extent resulting from any Third Party claim (including product liability claimsapplicable Claim) arising out of or otherwise relating any Claim brought against any Novartis Indemnitee by a Third Party to the extent such Losses result from (ax) the gross negligence or willful misconduct of Amgen, or its Affiliates or agents in performing under this Agreement, (by) the material a breach by Amgen of this Agreement Agreement, including any failure of Amgen’s representations or warranties in Section 12.1 (Mutual Representations and Warranties) and 12.2 (Amgen Representations and Warranties) to be true, or (z) Amgen’s, its Affiliate’s or its licensee’s (other than Novartis, its Affiliates or its licensees) Development or Manufacture of the representations and warranties made hereunder by Amgen; exceptLicensed Products prior to the Effective Date, or thereafter, Development, Manufacture or Commercialization of, or conduct of Medical Affairs Activities with respect to, the Licensed Product for use or sale outside the Territory or performance of clinical studies with the Licensed Product in the Territory, but, in each case, excluding such Losses to the extent such Losses result they arise from clause (ai), (bii), or (ciii) of Section 8.1.2 14.1.1 (By Company). In the event of any such claim against the Company Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (xNovartis) Company promptly notifying Amgen in writing of the claim, (y) Company granting Amgen sole management and control, at Amgen’s sole expense, of the defense of the claim and/or its settlement (provided that Amgen shall not settle any such claim without the prior written consent of Company if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by a Company Indemnified Party), would bind or impair a Company Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Company is invalid or unenforceable), and (z) at Amgen’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby. The Company Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosingabove.