By Lilly Sample Clauses

By Lilly. Lilly represents and warrants to Anthera that: (a) Exhibit A lists all patent applications and patents owned by or licensed to Lilly or its Affiliates as of the Effective Date that cover or claim any Licensed Products or the manufacture or use of Licensed Products; (b) Neither Lilly nor any of its Affiliates has assigned or licensed to any Third Parties or Affiliates any patent applications or patents listed in Exhibit A. Further, Lilly has not assigned or licensed to any Third Parties or Affiliates any other patent applications or patents that relate to the composition of matter of, or methods of making or using any Licensed Products; (c) as of the Effective Date, Lilly is not aware of any pending or threatened litigation against Lilly or its Affiliates or licensees (and has not received any communication relating thereto) that alleges that Lilly’s or its Affiliates’ or licensees’ activities with respect to the Licensed Products or the Licensed Technology have infringed or misappropriated, or would infringe or misappropriate, any of the intellectual property rights of any other Person; (d) Lilly owns and Controls the Licensed Patent Rights identified on Exhibit A. (e) Lilly is not aware of any facts or prior art that have lead Lilly to believe that any of the Licensed Patent Rights are or will be invalid or unenforceable; (f) Lilly is not aware of any facts that lead it to believe that exercise of the Licensed Technology will infringe or misappropriate the intellectual property rights of others; (g) Lilly is not aware of any material unauthorized use, infringement, or misappropriation of any of the Licensed Technology by a Third Party; (h) prior to and up through the Effective Date, Lilly and its Affiliates have not granted any licenses, options, or covenants-not-to-xxx to Third Parties with respect to any of the Licensed Product, and Lilly has the right to grant licenses under the Licensed Technology as set forth in this Agreement; (i) as of the Effective Date, there is no interference action, opposition, reissue or reexamination proceeding, or any intellectual property litigation pending before any patent office or court concerning any of the Licensed Patent Rights Controlled by Lilly as of the Effective Date. (j) Lilly has materially complied at all times with the provisions of the FD&C Act and all applicable laws and regulations, and neither it, its employees, nor any Person that has provided services to Lilly in connection with the Licensed Technolog...

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: (a) Exhibit B includes all patent applications and patents owned by or licensed to Lilly as of the Execution Date that (i) were licensed by Lilly to Shionogi pursuant to the Collaboration Agreement; (ii) cover inventions within the Field that were conceived, discovered, developed, or acquired by Lilly or its Affiliates, whether solely or jointly with Shionogi, pursuant to the Collaboration Agreement including, without limitation, all patent applications and patents covering or claiming Project Technology; and/or (iii) relate to the composition of matter of, or methods of making or using the following Compounds: (A) Compounds that were jointly invented by Shionogi and Lilly [***]; (B) Compounds that were selected by Lilly as candidates for development as a PLA2 Inhibitor [***]; and (C) Compounds that are PLA2 Inhibitors and were conceived, discovered, synthesized, or acquired by Lilly based upon Project Technology [***]. Further, to the knowledge of the Lilly in-house patent counsel responsible for monitoring the patents listed in Exhibit B, Exhibit B includes all Compounds that: (1) were selected by Shionogi as a candidate for development as a PLA2 Inhibitor [***] or are PLA2 Inhibitors that were conceived, discovered, synthesized or acquired by Shionogi based upon Project Technology [***], and (2) were researched and/or developed by Lilly under any Lilly research or development program directed at inhibition of PLA2 [***]; (b) To the knowledge of the Lilly in-house patent counsel responsible for monitoring the patents listed in Exhibit B, Lilly has not assigned or licensed to any Third Parties or Affiliates any patent applications or patents that (i) were licensed by Lilly to Shionogi pursuant to the Collaboration Agreement; (ii) cover inventions within the Field that were conceived, discovered, developed, or acquired by Lilly or its Affiliates, whether solely or jointly with Shionogi, pursuant to the Collaboration Agreement including, without limitation, all patent applications and patents covering or claiming Project Technology; and/or (iii) relate to the composition of matter of, or methods of making or using the following Compounds: (A) Compounds that were jointly invented by Shionogi and Lilly [***]; (B) Compounds that were selected by Lilly as a candidate for development as a PLA2 Inhibitor [***]; and (C) Compounds that are PLA2 Inhibitors and were conceived, discovered, synthesized, or acquired by Lill...

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: (a) a breach of any of Lilly’s representations, warranties, or obligations contained in this Agreement; (b) except with respect to Product Liability Claims, the recklessness or willful misconduct of Lilly, its Affiliates, or the employees or agents of Lilly or its Affiliates; (c) research and development activities with respect to the Compounds and Licensed Products occurring prior to the Effective Date, excluding, however, any Product Liability Claims arising from the sale or use of Licensed Products sold by Anthera or its Affiliates, sublicensees, or assignees after the Effective Date, regardless of the theory under which such claims are brought; (d) Lilly’s failure to fulfill its regulatory obligations under the Regulatory Documents prior to the Effective Date; and (e) the practice of the Licensed Technology by or on behalf of Lilly or its Affiliates, sublicensees, or assignees after the Effective Date. Lilly’s indemnification obligations under this Section 6.2 shall not apply to the extent that the applicable Claim arises out of or results from (i) a breach of any of Anthera’s representations, warranties, or obligations contained in this Agreement; or (ii) the negligence, recklessness, or willful misconduct of Anthera, its Affiliates, or the employees or agents of Anthera or its Affiliates.

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. 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. 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: (i) any material breach of any representation, warranty or covenant made by Lilly in this Agreement; (ii) any activities conducted by Lilly and its Affiliates with respect to Licensed Compounds; or (iii) the practice of any Lilly Patents or Lilly Know-How and/or development and commercialization of any product by or on behalf of Lilly or any of its Affiliates or licensees (other than Magen).

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. 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.