Common use of Liabilities; Indemnification by Elanco Clause in Contracts

Liabilities; Indemnification by Elanco. Elanco will at all times during and after the term of this Agreement be responsible for, and will defend, indemnify and hold Scynexis, its Affiliates and their respective directors, officers, employees and contractors harmless from and against any and all losses, claims, suits, proceedings, expenses, recoveries and damages, including reasonable legal expenses and costs including attorneys’ fees (collectively, “Claims”), arising out of any claim by any Third Party to the extent such Claims results or arises from (a) Elanco’s breach of this Agreement; (b) the negligence or willful misconduct of Elanco, its Affiliates, or their respective directors, officers, employees or contractors in their performance hereunder; (c) the development, use, sale, distribution, marketing, promoting or commercialization of the Elanco Compounds or Products; except to the extent such Claims are caused by a breach of this Agreement by Scynexis or the negligence or willful misconduct of Synexis; or (d) the commercialization of the Products infringing upon the Intellectual Property Rights of any Third Party. Scynexis will give Elanco prompt Notice of any such Claims and, without limiting the foregoing indemnity, Elanco will have the right to compromise, settle or defend such Claim (to the extent subject to indemnity by Elanco as set forth herein); provided that (i) no offer of settlement, settlement or compromise by Elanco shall be binding on Scynexis without its prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement fully releases Scynexis without any liability, loss, cost or obligation incurred by Scynexis and (ii) Elanco shall not have authority to admit any wrongdoing or misconduct on the part of Scynexis or its Affiliates except with Scynexis’ prior written consent.

Liabilities; Indemnification by Elanco. Except to the extent such liability is caused by the gross negligence or willful misconduct of Ambrx, Elanco will bear all liabilities arising from Elanco’s (and its Affiliates’ and sublicensees’) development, regulatory approval, manufacture, marketing and sales of Product in the Field. Elanco will at all times during and after the term of this the Agreement be responsible for, and will defend, indemnify and hold Scynexis, Ambrx and its Affiliates and their respective directors, officers, employees and contractors harmless from and against any and all losses, claims, suits, proceedings, expenses, recoveries and damages, including reasonable legal expenses and costs including attorneys’ fees (collectively, “Claims”)fees, arising out of any claim by any Third Party relating to Product(s) or Elanco Technology or Elanco Patent Rights or any aspect of Elanco’s performance in connection with the Agreement, to the extent such Claims liability results or arises from (a) Elanco’s breach of this its obligations under the Agreement; (b) the gross negligence or willful misconduct of Elanco, Elanco or its Affiliates, or their respective directors, officers, employees or contractors in their performance hereunder; (c) the developmentattributes, use, sale, distribution, marketing, promoting use or commercialization sale of the Elanco Compounds Products by or Products; except to the extent such Claims are caused by a breach on behalf of this Agreement by Scynexis Elanco, its Affiliates or the negligence or willful misconduct of Synexissublicensees; or (d) the commercialization of the Products infringing upon the Intellectual Property Rights any breach by Elanco of any Third Partyof its covenants, representations or warranties set forth in the Agreement. Scynexis Ambrx will give Elanco prompt Notice of any such Claims claim or lawsuit and, without limiting the foregoing indemnity, Elanco will have the right to compromise, settle or defend any such Claim claim or lawsuit (to the extent subject to indemnity by Elanco as set forth herein); provided that (i) no offer of settlement, settlement or compromise by Elanco shall be binding on Scynexis Ambrx without its prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement fully releases Scynexis Ambrx without any liability, loss, cost or obligation incurred by Scynexis Ambrx and (ii) Elanco shall not have authority to admit any wrongdoing or misconduct on the part of Scynexis Ambrx or its Affiliates Affiliate except with ScynexisAmbrx’ prior written consent.

Liabilities; Indemnification by Elanco. Except for liability caused by the gross negligence or willful misconduct of Lipid Sciences, Elanco will bear all liabilities arising from the development, regulatory approval, manufacture, marketing and sales of Product(s) and/or New Product(s) to Elanco customers in the Field or New Field. Elanco will at all times during and after the term of this the Agreement be responsible for, and will defend, indemnify and hold Scynexis, Lipid Sciences and its Affiliates and their respective directors, officers, employees and contractors harmless from and against any and all losses, claims, suits, proceedings, expenses, recoveries and damages, including reasonable legal expenses and costs including attorneys’ fees (collectively, “Claims”)fees, arising out of any claim by any Third Party relating to Product(s) and/or New Product(s) or Elanco Technology or Elanco Patent Rights or any aspect of Elanco’s performance in connection with the Agreement, to the extent such Claims liability results or arises from (a) Elanco’s uncured breach of this its obligations under the Agreement; (b) the gross negligence or willful misconduct of Elanco, Elanco or its Affiliates, or their respective directors, officers, employees or contractors in their performance hereunder; (c) the development, use, sale, distribution, marketing, promoting or commercialization attributes of the Elanco Compounds or Products; except to the extent such Claims are caused by a breach of this Agreement by Scynexis or the negligence or willful misconduct of SynexisProduct(s) and/or New Product(s); or (d) the commercialization of the Products infringing upon the Intellectual Property Rights any breach by Elanco of any Third Partyof its covenants, representations or warranties set forth in the Agreement. Scynexis Lipid Sciences will give Elanco prompt Notice of any such Claims claim or lawsuit and, without limiting the foregoing indemnity, Elanco will have the right to compromise, settle or defend such Claim (to the extent subject to indemnity by Elanco as set forth herein)claim or lawsuit; provided that (i) no offer of settlement, settlement or compromise by Elanco shall be binding on Scynexis Lipid Sciences without its prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement fully releases Scynexis Lipid Sciences without any liability, loss, cost or obligation incurred by Scynexis and (ii) Elanco shall not have authority to admit any wrongdoing or misconduct on the part of Scynexis or its Affiliates except with Scynexis’ prior written consentLipid Sciences.