Common use of Infinity Clause in Contracts

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. Infinity agrees, at Infinity’s cost and expense, to defend, indemnify and hold harmless Amgen JJPRD and its Affiliates and their respective directors, officers, employees and agents (the “Amgen JJPRD 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 this Agreement or from the development, manufacture, use, sale or other disposition by Infinity of any product containing or derived from 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 compound included in connection with the Prior Agreement or this AgreementLibrary Compound Pool. In the event of any such claim against the Amgen JJPRD Indemnified Parties by any Third Party, Amgen JJPRD 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 JJPRD 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 JJPRD Indemnified Parties without Infinity’s prior written authorization. In addition, Infinity shall not be responsible for the indemnification or defense of any Amgen JJPRD Indemnified Party to the extent arising from any negligent or intentional acts by any Amgen JJPRD Indemnified Party, or the breach by Amgen JJPRD of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.