Common use of Liabilities; Indemnification by Elanco Clause in Contracts

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 the Agreement be responsible for, and will defend, indemnify and hold Ambrx and its 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, 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 liability results or arises from (a) Elanco’s breach of its obligations under the Agreement; (b) the gross negligence or willful misconduct of Elanco or its Affiliates, directors, officers, employees or contractors in their performance hereunder; (c) the attributes, use or sale of the Products by or on behalf of Elanco, its Affiliates or sublicensees; or (d) any breach by Elanco of any of its covenants, representations or warranties set forth in the Agreement. Ambrx will give Elanco prompt Notice of any such claim or lawsuit and, without limiting the foregoing indemnity, Elanco will have the right to compromise, settle or defend any such 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 Ambrx without its prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement fully releases Ambrx without any liability, loss, cost or obligation incurred by Ambrx and (ii) Elanco shall not have authority to admit any wrongdoing or misconduct on the part of Ambrx or its Affiliate except with Ambrx’ 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 the this Agreement be responsible for, and will defend, indemnify and hold Ambrx Scynexis, its Affiliates and its 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’ feesfees (collectively, “Claims”), 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 liability Claims results or arises from (a) Elanco’s breach of its obligations under the this Agreement; (b) the gross negligence or willful misconduct of Elanco or Elanco, its Affiliates, or their respective directors, officers, employees or contractors in their performance hereunder; (c) the attributesdevelopment, use use, sale, distribution, marketing, promoting or sale commercialization of the Products Elanco Compounds or Products; except to the extent such Claims are caused by a breach of this Agreement by Scynexis or on behalf the negligence or willful misconduct of Elanco, its Affiliates or sublicenseesSynexis; or (d) any breach by Elanco the commercialization of the Products infringing upon the Intellectual Property Rights of any of its covenants, representations or warranties set forth in the AgreementThird Party. Ambrx Scynexis will give Elanco prompt Notice of any such claim or lawsuit Claims and, without limiting the foregoing indemnity, Elanco will have the right to compromise, settle or defend any such claim or lawsuit 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 Ambrx Scynexis without its prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement fully releases Ambrx Scynexis without any liability, loss, cost or obligation incurred by Ambrx Scynexis and (ii) Elanco shall not have authority to admit any wrongdoing or misconduct on the part of Ambrx Scynexis or its Affiliate Affiliates except with AmbrxScynexis’ prior written consent.

Liabilities; Indemnification by Elanco. Except to the extent such for liability is caused by the gross negligence or willful misconduct of AmbrxLipid Sciences, Elanco will bear all liabilities arising from Elanco’s (and its Affiliates’ and sublicensees’) the development, regulatory approval, manufacture, marketing and sales of Product 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 the Agreement be responsible for, and will defend, indemnify and hold Ambrx Lipid Sciences and its 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, 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 liability results or arises from (a) Elanco’s uncured breach of its obligations under the Agreement; (b) the gross negligence or willful misconduct of Elanco or its Affiliates, directors, officers, employees or contractors in their performance hereunder; (c) the attributes, use or sale attributes of the Products by or on behalf of Elanco, its Affiliates or sublicenseesProduct(s) and/or New Product(s); or (d) any breach by Elanco of any of its covenants, representations or warranties set forth in the Agreement. Ambrx Lipid Sciences will give Elanco prompt Notice of any such claim or lawsuit and, without limiting the foregoing indemnity, Elanco will have the right to compromise, settle or defend any such claim or lawsuit (to the extent subject to indemnity by Elanco as set forth herein)lawsuit; provided that (i) no offer of settlement, settlement or compromise by Elanco shall be binding on Ambrx Lipid Sciences without its prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement fully releases Ambrx Lipid Sciences without any liability, loss, cost or obligation incurred by Ambrx and (ii) Elanco shall not have authority to admit any wrongdoing or misconduct on the part of Ambrx or its Affiliate except with Ambrx’ prior written consentLipid Sciences.