Common use of Indemnification by Lilly Clause in Contracts

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 shall agrees to indemnify, defend and hold Zymeworks harmless Zosano and its Affiliates, and their respective sublicensees, officers, directors, employees, contractorsand their respective successors, agents heirs and assigns (each, a the “Zymeworks Indemnified PartyZosano Indemnitees”), harmless from and against Losses incurred by any Zymeworks Indemnified Party and all claims, costs, expenses, damages and liabilities, including reasonable legal costs (“Losses”), to which the Zosano Indemnitees may become subject as a result of any claim, demand, action, suit or other proceeding by any Third Party Claims against any Zymeworks Indemnified Party (including without limitation product liability claims) arising or resulting from: (a) arising out of (i) the researchnegligence, development recklessness or commercialization wrongful intentional acts or omissions of Antibodies or Products by or on behalf of Lilly or Lilly, its Affiliates, licensees or sublicensees (excluding Zymeworks Affiliates and its Related Parties) or their respective directors, officers, employees and agents, in connection with Lilly’s performance of its obligations or exercise of its rights under this Agreement; (ii) any breach by Lilly of any representation, warranty or covenant set forth in this Agreement; or (iii) the making, having made, using, selling, offering for sale and importing and otherwise Commercializing of Licensed Products by Lilly, its Affiliates and/or sublicensees, or (b) alleging infringement of Third Party intellectual property rights by use of Intellectual Property owned or Controlled by Lilly (other than the Licensed Technology) in the Development, Manufacture, use, import, export, sale, offer for sale and/or any other Commercialization of Licensed Products, except to the extent such Losses result from (x) the gross negligence or willful misconduct of Lilly or its Affiliates pursuant to this AgreementZosano; or (cy) 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 by Zosano; or (z) any claim by a Third Party alleging that the negligence grant of rights by Zosano to Lilly under this Agreement violates or willful misconduct conflicts with the terms of Zymeworks any license or its Related Partiesother grant of rights by Zosano to such Third Party.