Common use of Indemnification by Lilly Clause in Contracts

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 shall agrees to indemnify, defend and hold AbCellera harmless Zosano and its Affiliates, and their respective sublicensees, officers, directors, employees, contractorsand their respective successors, agents heirs and assigns (each, a the “AbCellera Indemnified PartyZosano Indemnitees”), harmless from and against Losses incurred by any AbCellera 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 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 researchclaim, developmentdemand, manufactureaction, use, handling, storage, sale, suit or other disposition of any Project Antibody, Candidate Antibody, COVID-19 Antibody or Product or use of any AbCellera Generated Project Results proceeding by or on behalf of Lilly, any of its Affiliates, or any Third Party (but excluding any AbCellera Indemnified Party)a) arising out of (i) the negligence, to whom Xxxxx xxxxxrecklessness or wrongful intentional acts or omissions of Lilly, licensesits Affiliates and its or their respective directors, transfersofficers, employees and agents, in connection with Lilly’s performance of its obligations or disposes exercise of its rights with respect to any of the foregoingunder this Agreement; (cii) 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 in connection with this AgreementZosano; or (dy) 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, 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 of, AbCellera conflicts with the terms of any license or its Affiliatesother grant of rights by Zosano to such Third Party.