Common use of Indemnification by Lilly Clause in Contracts

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 will defendhereby agrees to save, indemnify indemnify, defend and hold NextCureLicensee, its Affiliates and its Affiliates, and their respective directors, officers, controlling Persons, employees, agents and contractors (the “NextCure Indemnified Parties”) employees harmless from and against any and all losses, expenses, recoveries and damages, liabilities, costs and expenses (including reasonable legal expenses and costs including attorneys’ fees and expenses) (collectively, “Losses”)) arising in connection with any and all charges, resulting complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or arising out of any claim, suit, action proceeding or demand brought injunctions by any a Third Party (each, each a “Third Party Claim”) to the extent resulting or otherwise arising from (ai) any breach by Lilly of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct by Lilly or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement, (iii) the conduct of the Lilly Indemnified Parties; Development, Manufacturing or Packaging and Labeling activities (bincluding, for clarity, any product liability Losses resulting therefrom) the Exploitation of the Lilly Products conducted 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; respective officers, directors, employees, agents or consultants) related to Compounds or Products prior to the Effective Date, or (div) any claim that matter related to the use of the Lilly Collaboration TechnologyDevelopment, Lilly Materials and/or [***] infringes Manufacturing, Packaging and Labeling or misappropriates the intellectual property rights of a Third Party; or (e) Collaboration Target-related or Lilly Materials-related contractual obligations Commercialization of Lilly and Products (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or its Affiliates; except, or their respective officers, directors, employees, agents or consultants), in each case, case except to the extent caused that such Losses are subject to indemnification by Licensee pursuant to Section 10.2. *** Certain information on this page has been omitted and filed separately with the negligence or willful misconduct of, or breach of this Agreement by, any of the NextCure Indemnified PartiesCommission. 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 (Confidential treatment has been requested with respect 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 consentomitted portions.

Indemnification by Lilly. Lilly will defendhereby agrees to save, indemnify indemnify, defend and hold NextCureLicensee, its Affiliates and its Affiliates, and their respective directors, officers, controlling Persons, employees, agents and contractors (the “NextCure Indemnified Parties”) employees harmless from and against any and all losses, expenses, recoveries and damages, liabilities, costs and expenses (including reasonable legal expenses and costs including attorneys’ fees and expenses) (collectively, “Losses”)) arising in connection with any and all charges, resulting complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or arising out of any claim, suit, action proceeding or demand brought injunctions by any a Third Party (each, each a “Third Party Claim”) to the extent resulting or otherwise arising from (ai) any breach by Lilly of any of its representations, warranties, covenants or obligations pursuant to the Original Agreement and/or this Agreement, (ii) the negligence or willful misconduct by Lilly or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing any obligations under the Original Agreement and/or this Agreement, (iii) the conduct of the Lilly Indemnified Parties; Development, Manufacturing or Packaging and Labeling activities (bincluding, for clarity, any product liability Losses resulting therefrom) the Exploitation of the Lilly Products conducted 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; respective officers, directors, employees, agents or consultants) related to Compounds or Products prior to the Original Effective Date, or (div) any claim that matter related to the use of the Lilly Collaboration TechnologyDevelopment, Lilly Materials and/or [***] infringes Manufacturing, Packaging and Labeling or misappropriates the intellectual property rights of a Third Party; or (e) Collaboration Target-related or Lilly Materials-related contractual obligations Commercialization of Lilly and Products under this Agreement or under the Original Agreement (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or its Affiliates; except, or their respective officers, directors, employees, agents or consultants), in each case, case except 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 that 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 Losses are subject to indemnity indemnification 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 Licensee pursuant 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 consentSection 10.2.

Indemnification by Lilly. Lilly will defend, indemnify and hold NextCure, its Affiliates ViroPharma (and its Affiliates, and their its Affiliates’ directors, officers, controlling Persons, and employees, agents and contractors (the “NextCure Indemnified Parties”) harmless from and against any and all lossesDamages incurred or suffered by ViroPharma (and its Affiliates, expensesand its Affiliates’ directors, recoveries officers 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, employees) as 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 result of a Third Party; Person demand, claim, action, suit or (e) Collaboration Target-related or Lilly Materials-related contractual obligations of Lilly and its Affiliates; except, in each case, judgment to the extent caused by the negligence or willful misconduct of, arising out of or in connection with: (a) any 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 representation or defend any such Third Party Claim (to the extent subject to indemnity warranty made by Lilly as set forth herein); provided that in this Agreement, the Transition Services Agreement or the Manufacturing Agreement or in any other document delivered in connection herewith or therewith; (ib) no offer of settlementany failure to perform duly and punctually any covenant, settlement agreement 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 undertaking on the part of NextCure Lilly contained in this Agreement, the Transition Services 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 Affiliates obligations hereunder, the Manufacturing Agreement or the Transition Services Agreement; (e) the negligence, willful misconduct or illegal acts of Lilly or its or its Affiliates; (f) Lilly’s or its Affiliates’ failure to comply in all material respects with Applicable Laws in connection with the performance of its obligations hereunder, under the Transition Services Agreement or under the Manufacturing Agreement or Lilly’s or its Affiliates’ failure to comply with Applicable Laws relating to manufacturing, having manufactured, using, distributing, marketing, co-marketing, promoting, co-promoting, selling and having sold the Marketed Product outside of the Territory after the Closing Date, and (g) reference of the NDAs by an assignee, licensee or successor in interest of Lilly as permitted pursuant Section 7.14; except with NextCure’s prior written consentto the extent that any Damages related to or arising therefrom are caused by a breach of this Agreement, the Transition Services Agreement or the Manufacturing Agreement by ViroPharma.

Indemnification by Lilly. Lilly will defendshall indemnify, indemnify defend and hold NextCureharmless Licensee and its Affiliates, its Affiliates and each of its and their directorsrespective employees, officers, controlling Persons, employees, directors and 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 “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 Claim”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 * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 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 resulting or arising that they result from (a) the negligence or willful misconduct of the Lilly Licensee, Licensee 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 Party or any of their sublicensees; (d) any claim respective employees, officers, directors or agents or 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 result from Licensee's breach of its obligations under 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 consentAgreement.

Indemnification by Lilly. Lilly will defend, indemnify and hold NextCure, its Affiliates Nektar and its and their directors, officers, controlling Persons, employees, agents and contractors (the “NextCure Nektar Indemnified Parties”) harmless from and against any and all losses, claims, suits, proceedings, expenses, recoveries and damages, including reasonable legal expenses and costs including attorneys’ fees (collectively, “Losses”)fees, resulting or arising out of any claim, suit, action proceeding or demand brought claim by any Third Party (each, a “Third Party Claim”) to the extent resulting or arising from (a) the gross negligence or willful misconduct of the Lilly Indemnified PartiesLilly, any of its Affiliates, or any of their respective directors, officers, employees, agents or contractors; (b) the Exploitation development, commercialization, manufacture, use or sale of the Lilly Products Products, if any, by or on behalf of Lilly (other than by or on behalf of NextCureNektar), any of its Affiliates or any of their respective sublicensees; or (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 Nektar Indemnified Parties. NextCure Nektar will give Lilly prompt Notice of any such Third Party Claim claim or lawsuit and, without limiting the foregoing indemnity, Lilly will have the right to compromise, settle or defend any such Third Party Claim claim or lawsuit (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 Nektar without its prior written consent, not to be unreasonably withheld, conditioned or delayed, unless such settlement fully releases NextCure Nektar without any liability, loss, cost or obligation incurred by NextCure Nektar and in no event shall any settlement or compromise admit or concede that any aspect of any of the NextCure Collaboration Nektar Patent Rights is invalid or unenforceable or adversely affect the scope of any of the NextCure Collaboration Nektar Patent Rights and (ii) Lilly shall not have authority to admit any wrongdoing or misconduct on the part of NextCure Nektar or any of its Affiliates except with NextCureNektar’s prior written consent.