Common use of By Amgen Clause in Contracts

By Amgen. Amgen agrees to defend EnteraBio, its Affiliates and their respective directors, officers, employees and agents (the “EnteraBio Indemnified Parties”), at Amgen’s cost and expense, and will indemnify and hold EnteraBio and the other EnteraBio Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party Claims arising out of (a) the gross negligence or willful misconduct of Amgen, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement; (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by Amgen; (c) the material breach by Amgen or its Affiliates of any agreement or arrangement with a subcontractor performing its obligations under this Agreement pursuant to Section 3.2, and or (d) the research, development, manufacture or other Exploitation of any 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), (c) or (d) of Section 10.1.1.

By Amgen. Amgen agrees to defend EnteraBioRBNC, its Affiliates Affiliates, and each of their respective directors, officers, employees and agents (the “EnteraBio RBNC Indemnified Parties”), at Amgen’s cost and expense, and will indemnify and hold EnteraBio RBNC and the other EnteraBio RBNC Indemnified Parties harmless from and against any Losses claims, losses, costs, damages, fees or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) to the extent resulting from any claims, actions, suits or proceedings brought by a Third Party Claims (including product liability claims) (a “Third Party Claim”) arising out of (a) the gross negligence or willful misconduct of Amgen, Amgen or its Affiliates, or their respective Sublicensees Affiliates in connection with its activities under this Agreement; (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by Amgen; (c) the material breach by Amgen or its Affiliates of any agreement or arrangement with a subcontractor performing its obligations under this Agreement pursuant to Section 3.2, 3.5; and or (d) the research, development, manufacture or other Exploitation of any 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), (c) or (d) of Section 10.1.19.1.2.