Common use of By Lxxxx Clause in Contracts

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.