Common use of Indemnification by Amgen Clause in Contracts

Indemnification by Amgen. Unless otherwise provided herein, Amgen agrees to indemnify, hold harmless, and defend Anthera, its Affiliates, and their respective directors, officers, employees, and agents (the “Anthera Indemnitees”) from and against any and all Losses resulting from any Third Party suits, claims, actions or demands (collectively, “Third Party Claims”), to the extent arising out of any of the following: (a) a breach by Amgen of a representation, warranty, or covenant in this Agreement; (b) the negligence, recklessness or willful misconduct of Amgen, any of its Affiliates, or any of their respective employees or agents in performing Amgen’s obligations hereunder; or (c) Amgen’s failure to fulfill its material regulatory obligations under the Regulatory Documents prior to the date on which such Regulatory Documents are transferred to Anthera pursuant to Section 3.1(a). Such indemnity shall not apply to the extent Anthera’s failure to comply with the indemnification procedures set forth in Section 8.3 has materially prejudiced Amgen’s ability to defend against such Third Party Claims or to the extent that it is shown that the Third Party Claim was the result of (i) a breach by Anthera of a representation, warranty, or covenant in this Agreement; or (ii) the negligence, recklessness or willful misconduct of Anthera, any of its Affiliates, or any of their respective employees or agents.

Indemnification by Amgen. Unless otherwise provided herein, Amgen agrees to indemnify, hold harmless, and defend AntheraCelldex, its Affiliates, and their respective directors, officers, employees, and agents (the “Anthera Celldex Indemnitees”) from and against any and all Losses resulting from any Third Party suits, claims, actions or demands (collectively, “Third Party Claims”), to the extent arising out of any of the following: (a) the internal research use of the Molecules and Materials by or on the behalf of Amgen or its Affiliates pursuant to Section 2.1(b)(i)(A); or (b) the Excluded Contracts; or (c) a breach by Amgen of a representation, warranty, or covenant in this Agreement;; or (bd) the negligence, recklessness or willful misconduct of Amgen, any of its Affiliates, or any of their respective employees or agents in performing Amgen’s obligations hereunder; or (c) Amgen’s failure to fulfill its material regulatory obligations under the Regulatory Documents prior to the date on which such Regulatory Documents are transferred to Anthera pursuant to Section 3.1(a). Such indemnity shall not apply to the extent AntheraCelldex’s failure to comply with the indemnification procedures set forth in Section 8.3 9.3 has materially prejudiced Amgen’s ability to defend against such Third Party Claims or to the extent that it is shown that the Third Party Claim was the result of (i) a breach by Anthera Celldex of a representation, warranty, or covenant in this Agreement; or (ii) the negligence, recklessness or willful misconduct of AntheraCelldex, any of its Affiliates, or any of their respective employees or agents.