Common use of By Lilly Clause in Contracts

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. 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 resulting from Claims against such indemnified party 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 negligence, 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 Licensed Technology 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, or to fulfill its regulatory obligations under the Regulatory Documents after the Effective Date to the extent such Regulatory Documents have not yet been transferred to Anthera; 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. 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 resulting from Claims against such indemnified party based upon:: * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (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 negligence, 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 Licensed Technology 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, or to fulfill its regulatory obligations under the Regulatory Documents after the Effective Date to the extent such Regulatory Documents have not yet been transferred to Anthera; 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.