Infinity. Infinity shall indemnify and hold harmless Purdue and its Affiliates and their respective directors, officers, employees and agents (the “Purdue Indemnified Parties”) harmless from and against any Losses arising out of (i) any Third Party claims resulting from the breach by Infinity of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) any Third Party claims resulting from any negligent act or omission or willful misconduct of any Infinity Indemnified Parties or any Sublicensee or Service Provider of Infinity, in performing Infinity’s obligations or exercising Infinity’s rights under this Agreement, or (iii) except to the extent set forth in the Supply Agreement, any Third Party claim of personal injury or other product liability resulting from Opt-Out Products Commercialized by Infinity or its Affiliates or Sublicensees in the Territory. Notwithstanding the foregoing, Infinity shall not be responsible for the indemnification of any Purdue Indemnified Party: (A) to the extent that the Losses of such Purdue Indemnified Party were caused by the negligence or willful misconduct of such Purdue Indemnified Party, or (B) to the extent that the Losses of such Purdue Indemnified Party were caused by any breach by Purdue of its representations, warranties, covenants or obligations pursuant to this Agreement.
Infinity. Infinity agrees, at Infinity’s cost and expense, to defend, indemnify and hold harmless Amgen and its Affiliates and their respective directors, officers, employees and agents (the “Amgen Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Infinity of any of its representations, warranties or obligations pursuant to the Prior Agreement or this Agreement, (b) the gross negligence or willful misconduct of Infinity or (c) injuries resulting from Infinity’s activities conducted in connection with the Prior Agreement or from the development, manufacture, use, sale or other disposition by Infinity of any product containing a Program Compound, or any other product or service offered by Infinity, its Affiliates and/or its licensees or collaborators (other than Amgen) outside of activities conducted in connection with the Prior Agreement or this Agreement. In the event of any such claim against the Amgen Indemnified Parties by any Third Party, Amgen shall promptly notify Infinity in writing of the claim and Infinity shall manage and control, at its sole expense, the defense of the claim and its settlement. The Amgen Indemnified Parties shall cooperate with Infinity and may, at their option and expense, be separately represented in any such action or proceeding. Infinity shall not be liable for any litigation costs or expenses incurred by the Amgen Indemnified Parties without Infinity’s prior written authorization. In addition, Infinity shall not be responsible for the indemnification or defense of any Amgen Indemnified Party to the extent arising from any negligent or intentional acts by any Amgen Indemnified Party, or the breach by Amgen of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.
Infinity. Subject to the terms and conditions set forth in this Agreement, the Company shall, at the Closing, issue and deliver to the Agent for the account of Infinity (i) one or more Secured Notes, substantially in the form of Exhibit C hereto, in an aggregate principal amount equal to $10,411,928, and (ii) one or more Warrants, substantially in the form of Exhibit F hereto, to purchase 83,296 Shares of Common Stock, against delivery of the Infinity Notes held by Infinity after giving effect to the Assignment.
Infinity. Subject to the terms and conditions set forth in this Agreement, Infinity shall receive and the Company shall issue and deliver upon surrender by Infinity of the March Debentures and Series A Preferred currently held by it: (i) Debentures in an aggregate principal amount of $1,717,481.83 (the "Infinity Debenture") and (ii) 343,252 shares of Preferred Stock (the "Infinity Preferred Shares").
