By Lxxxx. Lxxxx agrees to indemnify, defend and hold harmless Telix, its Affiliates, and their respective Representatives (individually and collectively, the “Telix Indemnitee(s)”) from and against any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) against any Telix Indemnitee, and all associated losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (individually and collectively, “Losses”), arising out of (a) the gross negligence, willful misconduct, or failure to comply with Applicable Law on the part of Lilly or any Lilly Indemnitee, (b) the use, Development, Manufacture, Commercialization, handling, storage or other disposition of (x) Licensed Antibody or, if Lilly exercises its Option, (y) Lilly Product or Companion Diagnostic by or on behalf of, in the case of (x) or (y), Lxxxx or any of its Related Parties, including without limitation any product liability claim, or (c) Lilly’s breach of this Agreement; except, in each case, to the extent such Claims or Losses arise out of any Telix Indemnitee’s negligence, illegal conduct, willful misconduct, failure to comply with Applicable Law, or breach of this Agreement.
By Lxxxx. Upon Lxxxx’x exercise of its Option, Lxxxx, at Lxxxx’x expense, has, subject to Section 11.2(b)(iii), the sole right and obligation to control the Prosecution and maintenance of the Telix Patents and Telix Radiodiagnostic Patents, other than Joint New Patents, that Cover any Companion Diagnostic, but do not Cover any other product that is not a Companion Diagnostic (“Companion Diagnostic-Specific Telix Patents”), using patent counsel of Lxxxx’x choice. Lxxxx will provide Telix with a reasonable opportunity to review and comment on any filings or correspondence with patent authorities pertaining to any such Companion Diagnostic-Specific Telix Patent, prior to any submission thereof to any such authority. Lxxxx shall keep Telix reasonably informed of all activities with respect to such Companion Diagnostic-Specific Telix Patents, including: [**].
By Lxxxx. If Lilly exercises its Option, Lxxxx shall, subject to Section 11.4(b)(viii), have the first right, but not the obligation, to defend and control the defense of any Defensive Telix Patent Action relating to Lxxxx’x rights to Companion Diagnostics under Section 3.4(b). If Lxxxx does not intend to exercise its first right to defend such a Defensive Telix Patent Action within the earlier of (i) [**] of receipt of notice of the applicable Telix Patent Challenge and (ii) [**] before the deadline for filing of a response to the notice of the applicable Telix Patent Challenge (including any extensions that Lxxxx has obtained), it shall, within [**], notify Telix in writing and Telix may, by written notice to Lxxxx, defend and control such Defensive Telix Patent Action with respect to the applicable Telix Patent Challenge (a Party who defends a Defensive Telix Patent Action under Section 11.4(b)(iv)(l) or this Section 11.4(b)(iv)(2), the “Telix Defending Party”).
By Lxxxx. Subject to Section 11.1.3, Lxxxx shall defend, indemnify and hold harmless ProQR, its Affiliates, and their respective directors, officers, employees and agents (each, a “ProQR Indemnitee”) from and against any and all Losses to which any ProQR Indemnitee may become subject as a result of any Claim to the extent such Claim and Losses arise out of: (a) the gross negligence, fraud or willful misconduct of Lilly, its Affiliates, or their respective Sublicensees in connection with performance of its or their activities under this Agreement; (b) the breach of this Agreement or the representations, warranties and covenants made hereunder by Lxxxx; (c) Lilly’s, its Affiliates’ or their respective Sublicensees’ (excluding ProQR and its Affiliates and its and their licensees and contractors) conduct of the Research Program during the Research Term, other than where such activity is performed by ProQR or its Affiliates on behalf of Lilly, its Affiliates or their respective Sublicensees, or (d) the Exploitation of any Product by or on behalf of Lilly, its Affiliates, or their respective Sublicensees; except, in each case, to the extent such Losses result from matters subject to clause (a), (b) or (c) of Section 11.1.1.
By Lxxxx. Xxxxx agrees to indemnify and hold harmless Transition, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Transition 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”) to the extent arising from the negligence, illegal conduct or willful misconduct of Lilly, or Lilly’s material breach of this Agreement, except to the extent such Losses arise out of any of Transition Indemnitee’s negligence, illegal conduct or willful misconduct or breach of this Agreement.
