Common use of By Amgen Clause in Contracts

By Amgen. Amgen agrees to defend RBNC, its Affiliates, and each of their respective directors, officers, employees and agents (the “RBNC Indemnified Parties”), at Amgen’s cost and expense, and will indemnify and hold RBNC and the other RBNC Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) to the extent resulting from any claims, actions, suits or proceedings brought by a Third Party (including product liability claims) (a “Third Party Claim”) arising out of (a) the negligence or willful misconduct of Amgen or its Affiliates in connection with its activities under this Agreement; (b) the breach of this Agreement or the representations, warranties and covenants made hereunder by Amgen; (c) the breach by Amgen or its Affiliates of any agreement or arrangement with a subcontractor performing its obligations under this Agreement pursuant to Section 3.5; and (d) [***]; except, in each case, to the extent such Losses result from clause (a), (b), (c) or (d) of Section 9.1.2.

By Amgen. Amgen agrees to defend RBNCEnteraBio, its Affiliates, Affiliates and each of their respective directors, officers, employees and agents (the “RBNC EnteraBio Indemnified Parties”), at Amgen’s cost and expense, and will indemnify and hold RBNC EnteraBio and the other RBNC EnteraBio Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) Losses to the extent resulting from any claims, actions, suits or proceedings brought by a Third Party (including product liability claims) (a “Third Party Claim”) Claims arising out of (a) the gross negligence or willful misconduct of Amgen Amgen, its Affiliates, or its Affiliates their respective Sublicensees in connection with its activities under this Agreement; (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by Amgen; (c) the material breach by Amgen or its Affiliates of any agreement or arrangement with a subcontractor performing its obligations under this Agreement pursuant to Section 3.5; 3.2, and or (d) [***]the research, development, manufacture or other Exploitation of any Product by or on behalf of Amgen, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b), (c) or (d) of Section 9.1.210.1.1.