Common use of By Lilly Clause in Contracts

By Lilly. Lilly agrees to indemnify and hold harmless the Xxxxxxxxx Indemnitee(s) from and against all Losses first arising after the Effective Date to the extent arising from (a) the negligence, illegal conduct or willful misconduct of Lilly, (b) Lilly’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (c) development activities with respect to a Product conducted by Lilly after exercise of the Development Option, in each case of clauses (a) through (c) except to the extent such Losses arise out of a Xxxxxxxxx Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.