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.
Appears in 4 contracts
Samples: Assignment, Transfer and Assumption Agreement (Xanodyne Pharmaceuticals Inc), Assignment, Transfer and Assumption Agreement (Aaipharma Inc), Assignment, Transfer and Assumption Agreement (Xanodyne Pharmaceuticals Inc)
