Common use of By Anthera Clause in Contracts

By Anthera. Anthera shall indemnify, defend, and hold Lilly, Shionogi, and their respective directors, officers, employees, and Affiliates, harmless from and against any and all Damages incurred or suffered by each of them (excluding incidental or consequential Damages suffered or incurred by Lilly or Shionogi directly (as opposed to incidental or consequential Damages suffered or incurred by Third Parties who are, in turn, seeking the same from Lilly or Shionogi, which shall be covered by the indemnity set forth herein)) as a consequence of Third Party claims or actions (“Claims”) based on: (a) a breach of any of Anthera’s representations, warranties, or obligations contained in this Agreement; (b) the negligence, recklessness, or willful misconduct of Anthera, its Affiliates, or the employees or agents of Anthera or its Affiliates; and (c) the research, development, manufacture, sale and use of Compounds and Licensed Products by or on behalf of Anthera or its Affiliates, sublicensees, or assignees, and the importation, use, and sale of Compounds and Licensed Products by Anthera or its Affiliates, sublicensees, or assignees in the Territory, including, without limitation, all product liability or other claims for injury or death (“Product Liability Claims”) arising from the sale or use of Licensed Products sold by or on behalf of Anthera or its Affiliates, sublicensees, or assignees after the Effective Date, regardless of the theory under which such claims are brought. Anthera’s indemnification obligations under this Section 6.1 shall not apply to the extent that the applicable Claim arises out of or results from (i) a breach of any of Lilly’s or Shionogi’s representations, warranties, or obligations contained in this Agreement; (ii) the recklessness or intentional misconduct of Lilly, Shionogi, or their respective Affiliates, or the employees or agents of Lilly, Shionogi, or their respective Affiliates; provided, however, that this subsection (ii) shall not apply to Product Liability Claims; (iii) the practice of the Licensed Technology pursuant to Section 2.2 by or on behalf of Shionogi, Lilly, or their respective Affiliates, sublicensees, or assignees after the Effective Date; or (iv) the research, development, manufacture, and use of Compounds and Licensed Products by or on behalf of Shionogi or its Affiliates, sublicensees, or assignees, and the importation, use, and sale of Compounds and Licensed Products in Japan including, without limitation, all Product Liability Claims arising from the sale or use of Licensed Products sold by or on behalf of Shionogi or its Affiliates, sublicensees, or assignees, regardless of the theory under which such claims are brought.

By Anthera. Anthera shall indemnify, defend, and hold Lilly, Shionogi, Lilly and their respective its directors, officers, employees, and Affiliates, harmless from and against any and all Damages incurred or suffered by each of them (excluding incidental or consequential Damages suffered or incurred by Lilly or Shionogi directly (as opposed to incidental or consequential Damages suffered or incurred by Third Parties who are, in turn, seeking the same resulting from Lilly or Shionogi, which shall be covered by the indemnity set forth herein)) as a consequence of any Third Party claims or actions against such indemnified party (“Claims”) based on: (a) a breach of any of Anthera’s representations, warranties, or obligations contained in this Agreement; (b) the negligence, recklessness, or willful misconduct of Anthera, its Affiliates, or the employees or agents of Anthera or its Affiliates; and (c) the research, development, manufacture, sale and use of Compounds and Licensed Products by or on behalf of Anthera or its Affiliates, sublicensees, or assignees, and the importation, use, and sale of Compounds and Licensed Products by Anthera or its Affiliates, sublicensees, or assignees in the Territory, including, without limitation, all product liability or other claims for injury or death (“Product Liability Claims”) arising from the sale or use of Licensed Products sold by or on behalf of Anthera or its Affiliates, sublicensees, or assignees after the Effective DateDate (“Product Liability Claims”), regardless of the theory under which such claims are brought. ; and (d) [***] Anthera’s indemnification obligations under this Section 6.1 shall not apply to the extent that the applicable Claim arises out of or results from (i) a breach of any of Lilly’s or Shionogi’s representations, warranties, or obligations contained in this Agreement; (ii) the recklessness negligence, recklessness, or intentional willful misconduct of Lilly, Shionogi, Lilly or their respective its Affiliates, or the employees or agents of Lilly, Shionogi, Lilly or their respective its Affiliates; provided, however, that this subsection (ii) shall not apply to Product Liability Claims; or (iii) the practice of the Licensed Technology pursuant to Section 2.2 by or on behalf of Shionogi, Lilly, Lilly or their respective its Affiliates, sublicensees, or assignees after the Effective Date; or (iv) the research, development, manufacture, and use of Compounds and Licensed Products by or on behalf of Shionogi or its Affiliates, sublicensees, or assignees, and the importation, use, and sale of Compounds and Licensed Products in Japan including, without limitation, all Product Liability Claims arising from the sale or use of Licensed Products sold by or on behalf of Shionogi or its Affiliates, sublicensees, or assignees, regardless of the theory under which such claims are brought.

By Anthera. Anthera shall indemnify, defend, and hold Lilly, Shionogi, Lilly and their respective its directors, officers, employees, and Affiliates, harmless from and against any and all Damages incurred or suffered by each of them (excluding incidental or consequential Damages suffered or incurred by Lilly or Shionogi directly (as opposed to incidental or consequential Damages suffered or incurred by Third Parties who are, in turn, seeking the same resulting from Lilly or Shionogi, which shall be covered by the indemnity set forth herein)) as a consequence of any Third Party claims or actions against such indemnified party (“Claims”) based on: (a) a breach of any of Anthera’s representations, warranties, or obligations contained in this Agreement; (b) the negligence, recklessness, or willful misconduct of Anthera, its Affiliates, or the employees or agents of Anthera or its Affiliates; and (c) the research, development, manufacture, sale and use of Compounds and Licensed Products by or on behalf of Anthera or its Affiliates, sublicensees, or assignees, and the importation, use, and sale of Compounds and Licensed Products by Anthera or its Affiliates, sublicensees, or assignees in the Territory, including, without limitation, all product liability or other claims for injury or death (“Product Liability Claims”) arising from the sale or use of Licensed Products sold by or on behalf of Anthera or its Affiliates, sublicensees, or assignees after the Effective DateDate (“Product Liability Claims”), regardless of the theory under which such claims are brought; and (d) the failure of Amano to comply with the terms and conditions of the Amano Agreement and its obligations thereunder and for shipping, handling, and storing of related materials and other activities related thereto. Anthera’s indemnification obligations under this Section 6.1 shall not apply to the extent that the applicable Claim arises out of or results from (i) a breach of any of Lilly’s or Shionogi’s representations, warranties, or obligations contained in this Agreement; (ii) the recklessness negligence, recklessness, or intentional willful misconduct of Lilly, Shionogi, Lilly or their respective its Affiliates, or the employees or agents of Lilly, Shionogi, Lilly or their respective its Affiliates; provided, however, that this subsection (ii) shall not apply to Product Liability Claims; or (iii) the practice of the Licensed Technology pursuant to Section 2.2 by or on behalf of Shionogi, Lilly, Lilly or their respective its Affiliates, sublicensees, or assignees after the Effective Date; or (iv) the research, development, manufacture, and use of Compounds and Licensed Products by or on behalf of Shionogi or its Affiliates, sublicensees, or assignees, and the importation, use, and sale of Compounds and Licensed Products in Japan including, without limitation, all Product Liability Claims arising from the sale or use of Licensed Products sold by or on behalf of Shionogi or its Affiliates, sublicensees, or assignees, regardless of the theory under which such claims are brought.