Common use of By Xxxxx Clause in Contracts

By Xxxxx. XXXXX agrees to defend ONYX, its Affiliates and their respective directors, officers, employees and agents (the “ONYX Indemnified Parties”) at XXXXX’x cost and expense, and will indemnify and hold ONYX and the other ONYX Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of XXXXX, its Affiliates, or 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 XXXXX, or (c) the Exploitation of any Product by or on behalf of XXXXX, 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) or (c) of Section 7.1.1 (By ONYX). In the event of any such claim against the ONYX Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX promptly notifying XXXXX in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of XXXXX except to the extent XXXXX is actually prejudiced thereby), (y) ONYX granting XXXXX shall sole management and control, at XXXXX’x sole expense, the defense of the claim and its settlement (provided, however, that XXXXX shall not settle any such claim without the prior written consent of ONYX if such settlement does not include a complete release from liability or if such settlement would involve ONYX undertaking an obligation (including the payment of money by an ONYX Indemnified Party), would bind or impair an ONYX Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX Indemnified Parties reasonably cooperating with XXXXX (at XXXXX’x expense). The ONYX Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Xxxxx. XXXXX agrees to defend ONYX, AMGEN and its Affiliates (and their respective its Affiliates’) directors, officers, employees and agents (the “ONYX AMGEN Indemnified Parties”) at XXXXX’x cost and expense, and will indemnify and hold ONYX AMGEN and the other ONYX AMGEN Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of XXXXX, its Affiliates, or 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 XXXXX, or (c) the Exploitation of any Product by or on behalf of XXXXX, 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) or (cb) of Section 7.1.1 (By ONYXAMGEN). In the event of any such claim against the ONYX AMGEN Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX AMGEN promptly notifying XXXXX in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of XXXXX except to the extent XXXXX is actually materially prejudiced thereby), ) and (y) ONYX AMGEN granting XXXXX shall sole management and control, at XXXXX’x sole expense, the defense of the claim and its settlement (provided, however, that XXXXX shall not settle any such claim without the prior written consent of ONYX AMGEN if such settlement does not include a complete release from liability or if such settlement would involve ONYX undertaking an obligation (including the payment of money by an ONYX AMGEN Indemnified Party), would bind or impair an ONYX AMGEN Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX AMGEN (including rights licensed hereunder from AMGEN) or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX AMGEN Indemnified Parties reasonably cooperating with XXXXX (at XXXXX’x expense). The ONYX AMGEN Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Xxxxx. XXXXX Xxxxx agrees to defend ONYXEverest, its Affiliates and their respective directors, officers, employees and agents (the “ONYX Everest Indemnified Parties”) at XXXXX’x Xxxxx’x cost and expense, and will indemnify and hold ONYX Everest and the other ONYX Everest Indemnified Parties harmless from and against any Losses claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of XXXXX, Xxxxx or its Affiliates, or their respective Sublicensees Affiliates in connection with its activities under this Agreement, (b) the material breach of this Agreement or any of the representations, warranties and or covenants made hereunder by XXXXXXxxxx, or (c) the Exploitation of any Product by or on behalf of XXXXXXxxxx, its Affiliates, Affiliates or their respective Sublicensees sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b) ), or (c) of Section 7.1.1 11.1.2 (By ONYXEverest). In the event of any such claim against the ONYX Everest Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX Everest promptly notifying XXXXX Xxxxx in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation obligations of XXXXX Xxxxx except to the extent XXXXX Xxxxx is actually prejudiced thereby), (y) ONYX Everest granting XXXXX shall Xxxxx sole management and control, at XXXXX’x Xxxxx’x sole expense, of the defense of the claim and its settlement (provided, however, that XXXXX Xxxxx shall not settle any such claim without the prior written consent of ONYX Everest if such settlement does not include a complete release from liability or if such settlement would involve ONYX Everest undertaking an obligation (including the payment of money by an ONYX Everest Indemnified Party), would bind or impair an ONYX Everest Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX Everest or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX Everest Indemnified Parties reasonably cooperating with XXXXX Xxxxx (at XXXXX’x Xxxxx’x expense). The ONYX Everest Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.