Indemnification by Lilly. Lilly will defend, indemnify and hold NextCure, its Affiliates and its and their directors, officers, controlling Persons, employees, agents and contractors (the “NextCure Indemnified Parties”) harmless from and against any and all losses, expenses, recoveries and damages, including reasonable legal expenses and costs including attorneys’ fees (collectively, “Losses”), resulting or arising out of any claim, suit, action proceeding or demand brought by any Third Party (each, a “Third Party Claim”) to the extent resulting or arising from (a) the negligence or willful misconduct of the Lilly Indemnified Parties; (b) the Exploitation of the Lilly Products by Lilly (other than by or on behalf of NextCure); (c) any breach of this Agreement by Lilly, any of its Affiliates or any of their sublicensees; (d) any claim that the use of the Lilly Collaboration Technology, Lilly Materials and/or [***] infringes or misappropriates the intellectual property rights of a Third Party; or (e) Collaboration Target-related or Lilly Materials-related contractual obligations of Lilly and its Affiliates; except, in each case, to the extent caused by the negligence or willful misconduct of, or breach of this Agreement by, any of the NextCure Indemnified Parties. NextCure will give Lilly prompt Notice of any such Third Party Claim and, without limiting the foregoing indemnity, Lilly will have the right to compromise, settle or defend any such Third Party Claim (to the extent subject to indemnity by Lilly as set forth herein); provided that (i) no offer of settlement, settlement or compromise by Lilly shall be binding on NextCure without its prior written consent, not to be unreasonably withheld, conditioned or delayed, unless such settlement fully releases NextCure without any liability, loss, cost or obligation incurred by NextCure and in no event shall any settlement or compromise admit or concede that any aspect of any of the NextCure Collaboration Patent Rights is invalid or unenforceable or adversely affect the scope of any of the NextCure Collaboration Patent Rights and (ii) Lilly shall not have authority to admit any wrongdoing or misconduct on the part of NextCure or any of its Affiliates except with NextCure’s prior written consent.
Indemnification by Lilly. Lilly shall indemnify, defend and hold AbCellera and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (each, a “AbCellera Indemnified Party”), harmless from and against Losses incurred by any AbCellera Indemnified Party as a result of any Third Party Claims against any AbCellera Indemnified Party (including product liability claims) arising or resulting from: (a) AbCellera’s use of the materials provided by Lilly pursuant to Section 3.1.7 in accordance with the terms of this Agreement and Lilly’s written instructions; (b) the research, development, manufacture, use, handling, storage, sale, or other disposition of any Project Antibody, Candidate Antibody, COVID-19 Antibody or Product or use of any AbCellera Generated Project Results by or on behalf of Lilly, any of its Affiliates, or any Third Party (but excluding any AbCellera Indemnified Party), to whom Xxxxx xxxxx, licenses, transfers, or disposes of its rights with respect to any of the foregoing; (c) the negligence or willful misconduct of Lilly or its Affiliates in connection with this Agreement; or (d) the material breach of any term in or the covenants, warranties, representations made by Lilly to AbCellera under this Agreement. Lilly is only obliged to so indemnify and hold the AbCellera Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement by, or the negligence or willful misconduct of, AbCellera or its Affiliates.
Indemnification by Lilly. Lilly will indemnify and hold NeoSan (and its Affiliates, and its and its Affiliates' directors, officers, and employees) harmless from and against any and all Damages incurred or suffered by NeoSan (and its Affiliates, and its and its Affiliates' directors, officers and employees) to the extent caused by or arising out of or in connection with:
(a) any breach of any representation or warranty made by Lilly in this Agreement or the Manufacturing Agreement;
(b) any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Lilly contained in this Agreement or the Manufacturing Agreement;
(c) any Excluded Liabilities;
(d) Lilly's failure to comply in all material respects with Applicable Laws in connection with the performance of its obligations hereunder or the Manufacturing Agreement;
(e) the negligence, gross negligence or willful misconduct of Lilly, its Affiliates, or its or its Affiliates' employees, agents or contractors (other than NeoSan); and
(f) Lilly's and its Affiliates' conduct of Activities prior to the Closing Date, including the material compliance of such Activities pursuant to Applicable Law or applicable obligations pursuant to Contracts.
Indemnification by Lilly. In addition to any other rights Receptos may have at law or in equity, Lilly will indemnify, defend and hold harmless Receptos and its Affiliates and their respective employees, officers and directors, and their successors and assigns (each, a “Receptos Indemnified Party”), from and against any and all Damages which the Receptos Indemnified Party may incur, suffer or be required to pay to the extent resulting from or arising out of Claims by a Third Party: (i) relating to the development, manufacture, marketing, distribution, promotion or sale by Lilly, its Affiliates, Development Partners or licensees, assignees, designees or agents, or any employees, agents or representatives thereof, of a Development Candidate or other product arising from the Research Program; (ii) relating to any adverse event arising in connection with the development, manufacture, distribution or sale by Lilly, its Affiliates, Development Partners or licensees, assignees, designees or agents, or any employees, agents or representatives thereof, of a Development Candidate or other product arising from the Research Program; or (iii) arising from any material breach of any representation, warranty or covenant of Lilly in this Agreement; except, in each case, to the extent such Damages arise from Claims by Third Parties arising from any gross negligence or willful misconduct of Receptos or its Affiliates.
Indemnification by Lilly. Lilly shall indemnify, defend and hold harmless Licensee and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "Licensee Indemnified Party") from and against any Liability that a Licensee Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with a suit or action brought by a Third Party with respect to (i) any breach by Lilly of any of its representations, warranties and covenants contained in Sections 10.01, 10.02 and 10.04 herein or any material breach of its obligations (ii) the negligence and/or willful misconduct of Lilly, and (iii) the Development, Manufacture, use or other disposition of the Licensed Compound or Licensed Product by Lilly or its Affiliates prior to the Effective Date, including, with respect to the Existing Studies. Notwithstanding the foregoing, Lilly shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensee Indemnified Party with respect to any Liabilities to the extent that they result from the negligence or willful misconduct of Licensee, Licensee Indemnified Party or any of their respective employees, officers, directors or agents or that result from Licensee's breach of its obligations under this Agreement.
Indemnification by Lilly. Lilly shall indemnify, defend and hold Zymeworks and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (each, a “Zymeworks Indemnified Party”), harmless from and against Losses incurred by any Zymeworks Indemnified Party as a result of any Third Party Claims against any Zymeworks Indemnified Party (including without limitation product liability claims) arising or resulting from: (a) the research, development or commercialization of Antibodies or Products by or on behalf of Lilly or its Affiliates, licensees or sublicensees (excluding Zymeworks and its Related Parties) under this Agreement; (b) the negligence or willful misconduct of Lilly or its Affiliates pursuant to this Agreement; or (c) the material breach of any term in or the covenants, warranties, representations made by Lilly to Zymeworks under this Agreement. Lilly is only obliged to so indemnify and hold the Zymeworks Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement or the negligence or willful misconduct of Zymeworks or its Related Parties.
Indemnification by Lilly. Lilly will indemnify and hold harmless Arena and its Affiliates, employees, officers, directors, shareholders and agents (an "Arena Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which Arena Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Lilly of any agreement, covenant, representation or warranty of Lilly obtained in this Agreement, or (ii) negligence or omission of Lilly in performing its obligations under this Agreement.
Indemnification by Lilly. Lilly agrees to defend, indemnify and hold harmless Athenex, its Affiliates, and its and their employees, directors, subcontractors and agents from and against any Liability to the extent that such Liability (A) was directly caused by (i) ***; (ii) ***; or (iii) ***; or (B) is determined to be attributable to ***.
Indemnification by Lilly. Lilly agrees to indemnify, defend and hold Scriptgen harmless from and against any losses, including product liability, which arise from any claim, lawsuit or other action by a third party arising out of the manufacture and sales of Products, the execution by Lilly of this Agreement, the performance or breach by Lilly of its warranties or obligations under this Agreement, or the negligence or willful misconduct of Lilly, its employees or its agents within the scope of this Agreement, except to the extent such losses result from (i) the breach by Scriptgen of its warranties or obligations hereunder or (ii) the negligence or willful misconduct of Scriptgen, its employees or its agents within the scope of this Agreement.
Indemnification by Lilly. Lilly will indemnify, defend and hold Licensee (and its Affiliates, and its and its Affiliates’ directors, officers and employees) harmless from and against any and all Damages incurred or suffered by Licensee (and its directors, officers and employees) to the extent caused by or arising out of or in connection with:
(a) any breach of any representation or warranty made by Lilly in this Agreement; or
(b) any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Lilly contained in this Agreement; except to the extent that such Damages are due to the negligence, gross negligence or willful misconduct of Licensee, its Affiliates, or its or its Affiliates’ employees, agents or contractors.
