Common use of Indemnification by InterMune Clause in Contracts

Indemnification by InterMune. InterMune hereby agrees to Indemnify Amgen and its Affiliates, agents, directors, officers and employees (the "Amgen Indemnitees") from and against any and all Losses arising from Third Party claims resulting directly or indirectly from (i) any of InterMune's representations and warranties set forth in this Agreement (including without limitation the Supply Terms) being untrue in any material respect when made or any material breach or material default by InterMune of [***]; or (ii) the making, having made, using, selling, having sold, offering for sale, or resale and/or otherwise distributing of Licensed Products by, on behalf of, or under the authority of InterMune, its Affiliates or any of its Sublicensees. Without limiting the foregoing, InterMune agrees to Indemnify the Amgen Indemnitees from any Losses arising from, relating to, or based upon any claim by a Third Party that a Licensed Product was or is [***] or a Licensed Product caused any death or personal injury of any kind, including but not limited to any death or personal injury occurring during the conduct of any clinical trial by, on behalf of, or under the authority of InterMune, its Affiliates or Sublicensees. To be eligible to be Indemnified as described above in this Section 10.2, The Amgen Indemnitees shall provide InterMune with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 10.2 and the exclusive ability to defend (with the reasonable cooperation of Amgen Indemnitees and subject to Amgen's right to participate in and have counsel selected by it participate, at Amgen's expense, in any action for which Amgen seeks to be Indemnified by InterMune). Amgen shall not settle any claim for the Loss associated with which any Amgen Indemnitee seeks to be Indemnified by InterMune, without InterMune's prior written consent, provided that InterMune shall be relieved of its obligations only if the failure by the Amgen Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such action. InterMune's obligation to Indemnify the Amgen Indemnitees pursuant to this Section 10.2 shall not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Amgen Indemnitee [***], (ii) for which Amgen is obligated to Indemnify the InterMune Indemnitees pursuant to Section 10.1 of this Agreement or the Supply Terms, or (iii) that arise from any material breach by Amgen of this Agreement [***]

Indemnification by InterMune. InterMune hereby agrees to Indemnify Amgen will indemnify, defend and hold Lilly (and its Affiliates and its and its Affiliates, agents, ' directors, officers and employees (the "Amgen Indemnitees"employees) harmless from and against any and all Losses Damages incurred or suffered by Lilly (and its directors, officers and employees) to the extent caused by or arising from Third Party claims resulting directly out of or indirectly from in connection with: (ia) any breach of any representation or warranty made by InterMune in this Agreement; (b) any failure to perform duly and punctually any covenant, agreement or undertaking on the part of InterMune contained in this Agreement; (c) any Assumed Liabilities; (d) the practice of the Licensed Patents and Licensed Technology by InterMune, its Affiliates, and any permitted sublicensees; (e) the handling, possession, development, marketing, distribution, promotion, sale or use of the Product by InterMune or a Permitted Seller after the Closing Date including, but not limited to, any Third Person claim alleging breach of any express or implied warranties of merchantability or fitness for a particular purpose or asserting strict liability, except to the extent such Damage is caused by a breach of this Agreement by Lilly; or [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) InterMune's representations and warranties set forth failure to comply in this Agreement (including without limitation all material respects with Applicable Laws in connection with the Supply Terms) being untrue in any material respect when made performance of its obligations hereunder; except to the extent that such Damages are due to the negligence, gross negligence or any material breach or material default by InterMune willful misconduct of [***]; or (ii) the making, having made, using, selling, having sold, offering for sale, or resale and/or otherwise distributing of Licensed Products by, on behalf of, or under the authority of InterMuneLilly, its Affiliates or any of its Sublicensees. Without limiting the foregoingor its Affiliates' employees, InterMune agrees to Indemnify the Amgen Indemnitees from any Losses arising from, relating to, agents or based upon any claim by a Third Party that a Licensed Product was or is [***] or a Licensed Product caused any death or personal injury of any kind, including but not limited to any death or personal injury occurring during the conduct of any clinical trial by, on behalf of, or under the authority of InterMune, its Affiliates or Sublicensees. To be eligible to be Indemnified as described above in this Section 10.2, The Amgen Indemnitees shall provide InterMune with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 10.2 and the exclusive ability to defend (with the reasonable cooperation of Amgen Indemnitees and subject to Amgen's right to participate in and have counsel selected by it participate, at Amgen's expense, in any action for which Amgen seeks to be Indemnified by InterMune). Amgen shall not settle any claim for the Loss associated with which any Amgen Indemnitee seeks to be Indemnified by InterMune, without InterMune's prior written consent, provided that InterMune shall be relieved of its obligations only if the failure by the Amgen Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such action. InterMune's obligation to Indemnify the Amgen Indemnitees pursuant to this Section 10.2 shall not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Amgen Indemnitee [***], (ii) for which Amgen is obligated to Indemnify the InterMune Indemnitees pursuant to Section 10.1 of this Agreement or the Supply Terms, or (iii) that arise from any material breach by Amgen of this Agreement [***]contractors.

Indemnification by InterMune. InterMune hereby agrees to Indemnify Amgen and its Affiliates, agents, directors, officers and employees (the "Amgen Indemnitees") from and against any and all Losses arising from Third Party claims resulting directly or indirectly from (i) any of InterMune's representations and warranties set forth in this Agreement (including without limitation the Supply Terms) being untrue in any material respect when made or any material breach or material default by InterMune of [***]; or (ii) the making, having made, using, selling, having sold, offering for sale, or resale and/or otherwise distributing of Licensed Products by, on behalf of, or under the authority of InterMune, its Affiliates or any of its Sublicensees. Without limiting the foregoing, InterMune agrees to Indemnify the Amgen Indemnitees from any Losses arising from, relating to, or based upon any claim by a Third Party that a Licensed Product was or is [***] or a Licensed Product caused any death or personal injury of any kind, including but not limited to any death or personal injury occurring during the conduct of any clinical trial by, on behalf of, or under the authority of InterMune, its Affiliates or Sublicensees. To be eligible to be Indemnified as described above in this Section 10.2, The Amgen Indemnitees shall provide InterMune with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 10.2 and the exclusive ability to defend (with the reasonable cooperation of Amgen Indemnitees and subject to Amgen's right to participate in and have counsel selected by it participate, at Amgen's expense, in any action for which Amgen seeks to be Indemnified by InterMune). Amgen shall not settle any claim for the Loss associated with which any Amgen Indemnitee seeks to be Indemnified by InterMune, without InterMune's prior written consent, provided that InterMune shall be relieved of its obligations only if the failure by the Amgen Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such action. InterMune's obligation to Indemnify the Amgen Indemnitees pursuant to this Section 10.2 shall not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Amgen Indemnitee [***[ * ], (ii) for which Amgen is obligated to Indemnify the InterMune Indemnitees pursuant to Section 10.1 of this Agreement or the Supply Terms, or (iii) that arise from any material breach by Amgen of this Agreement [***]

Indemnification by InterMune. Except to the extent Roche is required to indemnify InterMune hereby under Sections 11.1 or 11.2, InterMune agrees to Indemnify Amgen indemnify, defend and hold harmless Roche, its Affiliates, agentsand all of their respective officers, directors, officers employees and employees agents (collectively, the "Amgen “Roche Indemnitees") from and against any and all Losses to which any Roche Indemnitee may become subject to arising out of or resulting from Third Party claims resulting directly or indirectly from indirectly: (ia) the negligence, recklessness, bad faith, intentional wrongful acts or omissions of InterMune or its Affiliates (or, to the extent permitted under this Agreement, their respective agents, contractors, distributors, representatives or other persons or entities working on their behalf), including in connection with Development, Co-Funded Development, Co-Commercialization or Co-Promotion of the Licensed Compounds and Products (including any patent infringement or product liability claims including any manufacturing or other product defects, failure to comply with regulatory and other legal requirements, failure to provide adequate warnings and misuse of the Products), except to the extent Claims arise out of the negligence, recklessness, bad faith, intentional wrongful acts or omissions of Roche or its Affiliates (or, to the extent permitted under this Agreement, their respective agents, contractors, distributors, representatives or other persons or entities working on their behalf); (b) the negligence, recklessness, bad faith, intentional wrongful acts or omissions of InterMune or its Affiliates (or, to the extent permitted under this Agreement, their respective agents, contractors, distributors, representatives or other persons or entities working on their behalf), including in connection with Development or Commercialization of the Reverted Compounds, Passed Compounds and products containing such Reverted Compounds or Passed Compounds (including any patent infringement or product liability claims including any manufacturing or other product defects, failure to comply with regulatory and other legal requirements, failure to provide adequate warnings and misuse of the Products), except to the extent Losses arise out of the negligence, recklessness, bad faith, intentional wrongful acts or omissions of Roche or its Affiliates (or, to the extent permitted under this Agreement, their respective agents, contractors, distributors, representatives or other persons or entities working on their behalf)and (c) material breach by InterMune (or conduct or omission by any of its Affiliates, which if performed or failed to be performed by InterMune would be a breach by InterMune's ) of the terms of, or the representations and warranties set forth in this Agreement (including without limitation the Supply Terms) being untrue in any material respect when made or any material breach or material default by InterMune of [***]; or (ii) the making, having made, using, selling, having sold, offering for sale, or resale and/or otherwise distributing of Licensed Products by, on behalf of, or under the authority of InterMune, its Affiliates or any of its Sublicensees. Without limiting the foregoing, InterMune agrees to Indemnify the Amgen Indemnitees from any Losses arising from, relating to, or based upon any claim by a Third Party that a Licensed Product was or is [***] or a Licensed Product caused any death or personal injury of any kind, including but not limited to any death or personal injury occurring during the conduct of any clinical trial by, on behalf of, or under the authority of InterMune, its Affiliates or Sublicensees. To be eligible to be Indemnified as described above in this Section 10.2, The Amgen Indemnitees shall provide InterMune with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 10.2 and the exclusive ability to defend (with the reasonable cooperation of Amgen Indemnitees and subject to Amgen's right to participate in and have counsel selected by it participatein, at Amgen's expense, in any action for which Amgen seeks to be Indemnified by InterMune). Amgen shall not settle any claim for the Loss associated with which any Amgen Indemnitee seeks to be Indemnified by InterMune, without InterMune's prior written consent, provided that InterMune shall be relieved of its obligations only if the failure by the Amgen Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such action. InterMune's obligation to Indemnify the Amgen Indemnitees pursuant to this Section 10.2 shall not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Amgen Indemnitee [***], (ii) for which Amgen is obligated to Indemnify the InterMune Indemnitees pursuant to Section 10.1 of this Agreement or the Supply Terms, or (iii) that arise from any material breach by Amgen of this Agreement [***]Agreement.