By Amylin Sample Clauses

By Amylin. Subject to the terms and conditions of this Agreement, Amylin hereby grants to Lilly and its Affiliates an exclusive license (except as set forth below) in the Territory except for the U.S. with the right to sublicense in accordance with Section 9.2, under the Amylin Rights existing as of the Effective Date ("Existing Amylin Rights"), solely to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Field in the Territory except for the U. S. as contemplated by this Agreement, and otherwise to perform its obligations expressly set forth in this Agreement or the Related Agreements in the Territory. Amylin shall retain the right to practice under the inventions claimed in, and, subject to Section 9.2, to grant licenses under, the Existing Amylin Rights (i) to the extent necessary to perform its obligations expressly set forth in this Agreement and the Related Agreements, and (ii) for any and all purposes other than to develop, make, have made, use, sell, offer for sale, have sold and import Compound and Product in the Field in the Territory.
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By Amylin. If it is determined, either by mutual agreement or as a result of the dispute resolution procedures that such third party’s rights are necessary and are based on allegations related to related to infringement of third party rights by any of the Field Products (excluding the Product incorporating such Field Product), then Amylin shall be responsible to defend any suit alleging infringement of a third party, seek to settle any suit or threatened suit, or secure the rights of such third party for use in the Field. Amylin shall be solely responsible for any payments or royalties owed to the third party for settling such suit or for securing such third party rights.
By Amylin. AMYLIN agrees to indemnify, defend and hold harmless BAXTER and its Affiliates and their respective officers, employees and agents (“BAXTER Indemnitees”) from any loss, expense (including reasonable legal counsel fees and expenses), cost, liability or damages (“Losses”) incurred by any BAXTER Indemnitee as a result of any claim, demand, action or other proceeding by any third party (“Claim”) arising out of or related to (a) AMYLIN’s breach of any representation or warranty made by it in this Agreement, (b) the handling, possession, storage or use of Product by or on behalf of AMYLIN following delivery by BAXTER to AMYLIN, (c) AMYLIN’s promotion, labeling, marketing, supply or sale of Product, (d) the inherent clinical and pharmacological properties of the Pramlintide Drug Substance and Product, or (e) OMJ Pharmaceuticals, Inc.’s production and supply of the OMJ Vials prior to delivery to BAXTER, except in each case to the extent BAXTER is obligated to indemnify AMYLIN with respect to such Losses under Section 14.2.

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