By Lilly. Lilly agrees to indemnify and hold harmless the Xxxxxxxxx Indemnitee(s) from and against all Losses first arising after the Effective Date to the extent arising from (a) the negligence, illegal conduct or willful misconduct of Lilly, (b) Lilly’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (c) development activities with respect to a Product conducted by Lilly after exercise of the Development Option, in each case of clauses (a) through (c) except to the extent such Losses arise out of a Xxxxxxxxx Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.
By Lilly. Lilly agrees to indemnify and hold harmless Xxxxxxxxx, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Xxxxxxxxx Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, “Losses”) first arising after the Effective Date to the extent arising from (a) the promotion, sale or other entry into the stream of commerce of defective Product due to the activities of Lilly, any of its Related Parties or Subcontractors, (b) the use by Lilly or any of its Related Parties or Subcontractors of Patents or Know-How Controlled by Lilly, (c) the negligence, illegal conduct or willful misconduct of Lilly, (d) Lilly’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (e) Development activities if under Lilly’s sole control pursuant to this Agreement, in each case of clauses (a) through (e) except to the extent such Losses arise out of a Xxxxxxxxx Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.
By Lilly. Lilly represents and warrants to Anthera that:
By Lilly. Lilly shall indemnify, defend and hold Anthera and 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 Anthera directly (as opposed to incidental or consequential Damages suffered or incurred by Third Parties who are, in turn, seeking the same from Anthera, which shall be covered by the indemnity set forth herein)) as a consequence of Claims based upon:
By Lilly. Subject to the terms and conditions of this Agreement, Lilly hereby grants to Amylin and its Affiliates an exclusive license (except as et forth below) in the Territory, with the right to sublicense in accordance with Section 9.2, under the Lilly Rights existing as of the Effective Date ("Existing Lilly Rights"), solely to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Field in the Territory as contemplated by this Agreement and otherwise to perform its obligations expressly set forth in this Agreement or the Related Agreements in the Territory. Lilly shall retain the right to practice under the inventions claimed in, and, subject to Section 9.2, to grant licenses under, the Existing Lilly Rights (i) to the extent necessary to perform its obligations expressly set forth in this Agreement and the Related Agreements, and (ii) for any and all purposes other than to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Field in the Territory.
By Lilly. (a) Lilly agrees, at Lilly’s cost and expense, to defend, indemnify and hold harmless Incyte and its Affiliates and their respective directors, officers, employees and agents (the “Incyte Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by Lilly of any of its representations, warranties or obligations pursuant to this Agreement; (ii) the gross negligence or willful misconduct of Lilly; and (iii) the Development, manufacture, Commercialization, use, sale or other disposition by Lilly, its Affiliates or sublicensees of any Licensed Compound or Licensed Product.
By Lilly. Subject to Section 10.1.3, Lilly shall defend, indemnify and hold harmless Avidity, its Affiliates, and their respective directors, officers, employees and agents (each, an “Avidity Indemnitee”) from and against any and all Losses to which any Avidity Indemnitee may become subject as a result of any Claim to the extent such Losses arise out of: (a) the gross negligence or willful misconduct of Lilly, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement; (b) the breach of this Agreement or the representations, warranties and covenants made hereunder by Lilly; or (c) the research, development, manufacture, use, offer for sale, sale, or other exploitation of any Compound or Product by or on behalf of Lilly, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims, but except to the extent resulting from the incorporation of Avidity Proprietary Technology therein); except, in each case, to the extent such Losses result from matters subject to clause (a), (b) or (c) of Section 10.1.1.
By Lilly. Except to the extent such Damages are due to negligence, gross negligence or willful misconduct by Magen, its Affiliates or their officers, directors, employees or agents, Lilly shall defend, indemnify and hold harmless Magen, its Affiliates and their officers, directors, employees and agents against any and all Damages incurred by any of them resulting from or arising out of any Third Party claim, suit, action or proceeding to the extent based upon:
By Lilly. Each Party agrees to pursue their respective obligations under the Project with Reasonable Commercial Efforts. Failure by either Party to meet their respective diligence obligation due to reasons beyond the Party's control, including, but not limited to, lack of technical success of the Drug Products in the case of Lilly, will not constitute lack of diligence for purposes of this Agreement.
By Lilly. Lilly agrees to indemnify and hold harmless Terns, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Terns Indemnitee(s)”) from and against all Losses to the extent arising from (a) the negligence, illegal conduct or willful misconduct of Lilly, or (b) Lilly’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, in each case of clauses (a) and (b), except to the extent such Losses arise out of any of a Terns Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.
