Common use of By Xxxxxxxxx Clause in Contracts

By Xxxxxxxxx. Xxxxxxxxx agrees to indemnify and hold harmless Lilly, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Lilly Indemnitee(s)”) from and against all Losses to the extent arising from (a) the Manufacture or supply of defective Product due to the activities of Xxxxxxxxx, any of its Related Parties or Subcontractors, (b) the use by Xxxxxxxxx or any of its Related Parties or Subcontractors of the Xxxxxxxxx Patents or Xxxxxxxxx Know-How, (c) the negligence, illegal conduct or willful misconduct of Xxxxxxxxx, (d) Xxxxxxxxx’x breach of this Agreement, or (e) Development activities if under Xxxxxxxxx’x sole control pursuant to this Agreement, in each case of clauses (a)- (e), except to the extent such Losses arise out of any of a Lilly Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.