Common use of Indemnification by Amgen Clause in Contracts

Indemnification by Amgen. Subject to the remainder of this Article 13 (Indemnification), Amgen shall defend, indemnify, and hold harmless Novartis, its Affiliates, and their respective directors, officers, employees and agents (solely to the extent acting within their agency) (collectively, “Novartis Indemnitees”), at Amgen’s cost and expense, from and against any and all Losses (including reasonable legal expenses and attorneys’ fees incurred by any Novartis Indemnitees until such time as Amgen has acknowledged and assumed its indemnification obligation hereunder with respect to the applicable Claim) arising out of any Claim brought against any Novartis Indemnitee by a Third Party to the extent such Losses result from (i) the gross negligence or willful misconduct of Amgen, its Affiliates or agents in performing under this Agreement; (ii) a breach by Amgen of this Agreement, including any failure of Amgen’s representations or warranties in Section 11.1 (Mutual Representations and Warranties) or Section 11.3 (Amgen Representations and Warranties) to be true; or (iii) the death or injury of a person caused by the failure of Product manufactured by Amgen, its Affiliates or its licensees (other than Novartis, its Affiliates or its licensees) to be Manufactured in compliance with cGMP or to meet the applicable specification at time of delivery; in each case excluding such Losses to the extent they arise from the gross negligence or willful misconduct of Novartis or any Novartis Indemnified Party, or by the breach of this Agreement by Novartis.

Indemnification by Amgen. Subject to the remainder of this Article 13 (Indemnification), Amgen shall defend, indemnify, and hold harmless Novartis, its Affiliates, and their respective directors, officers, employees and agents (solely to the extent acting within their agency) (collectively, “Novartis Indemnitees”), at Amgen’s cost and expense, from and against any and all Losses (including reasonable legal expenses and attorneys’ fees incurred by any Novartis Indemnitees until such time as Amgen has acknowledged and assumed its indemnification obligation hereunder with respect to the applicable Claim) arising out of any Claim brought against any Novartis Indemnitee by a Third Party to the extent such Losses result from (i) the gross negligence or willful misconduct of Amgen, its Affiliates or agents in performing under this Agreement; (ii) a breach by Amgen of this Agreement, including any failure of Amgen’s representations or warranties in Section 11.1 (Mutual Representations and Warranties) or Section 11.3 (Amgen Representations and Warranties) to be true; or (iii) the death or injury of a person caused by the failure of Product manufactured by Amgen, its Affiliates or its licensees (other than Novartis, its Affiliates or its licensees) to be Manufactured in compliance with cGMP or to meet the applicable specification at time of delivery; in each case excluding such Losses to the extent they arise from the gross negligence or willful misconduct of Novartis or any Novartis Indemnified Party, or by the breach of this Agreement by Novartis.. 13.4

Indemnification by Amgen. Subject to the remainder of this Article 13 (Indemnification), Amgen shall defend, indemnify, and hold harmless NovartisMolecular Partners, its Affiliates, and each of their respective officers, directors, officersemployees, employees and agents agents, (solely to the extent acting within their agency) (collectively, “Novartis Molecular Partners Indemnitees”), at Amgen’s cost and expense, ) harmless from and against any and all Losses (including reasonable legal expenses and attorneys’ fees incurred by any Novartis Indemnitees until such time as Amgen has acknowledged and assumed its indemnification obligation hereunder with respect to the applicable Claim) arising out of any Claim brought against any Novartis Indemnitee by a Third Party to the extent resulting from any Claims against such Losses result Molecular Partners Indemnitee that arise from or are based on (ia) the gross negligence Exploitation of Combination Therapies or willful misconduct the Licensed Bispecific by Amgen or on behalf of Amgen, its Affiliates Affiliates, Sublicensees, or agents in performing under this Agreementdistributors; (iib) a material breach by Amgen of this Agreement; (c) the willful misconduct, including any failure recklessness, gross negligence or fraud of Amgen’s representations , its Affiliates, Sublicensees, or warranties in Section 11.1 the officers, directors, employees, agents, consultants, or contractors of Amgen, its Affiliates, or Sublicensees; (Mutual Representations and Warrantiesd) or Section 11.3 (Amgen Representations and Warranties) to be true; or (iii) the death or injury of a person caused by the failure of Product any Licensed Bispecific supplied by Amgen pursuant to this Agreement to have been manufactured by Amgen, its Affiliates or its licensees (other than Novartis, its Affiliates or its licenseesi) to be Manufactured in compliance with cGMP or to meet the applicable specification at time of delivery; specifications with respect thereto or (ii) in each case excluding such Losses compliance with GMP and any other Applicable Law. The foregoing indemnity obligation shall not apply to the extent they arise that such Losses results from the gross negligence or willful misconduct of Novartis or any Novartis Indemnified Party, or activities set forth in Section 12.1 for which is Molecular Partners obligated to indemnify Amgen Indemnitees. Any amounts paid as indemnification pursuant to this Section 12.2 shall be borne solely by the breach of this Agreement by NovartisAmgen and shall not be included in Development Costs.