Common use of Indemnification by Lilly Clause in Contracts

Indemnification by Lilly. Lilly hereby agrees to save, indemnify, defend and hold Licensee, its Affiliates, and their respective directors, officers, agents and employees harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions by a Third Party (each a “Claim”) resulting or otherwise arising from (i) any breach by Lilly of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct by Lilly or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement, (iii) the conduct of the Development, Manufacturing or Packaging and Labeling activities (including, for clarity, any product liability Losses resulting therefrom) conducted by Lilly (or its Affiliates or their respective officers, directors, employees, agents or consultants) related to Compounds or Products prior to the Effective Date, or (iv) any matter related to the Development, Manufacturing, Packaging and Labeling or Commercialization of Lilly Products (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or its Affiliates, or their respective officers, directors, employees, agents or consultants), in each case except to the extent that such Losses are subject to indemnification by Licensee pursuant to Section 10.2. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Indemnification by Lilly. Lilly hereby agrees to savewill defend, indemnify, defend indemnify and hold LicenseeNextCure, its Affiliates, Affiliates and its and their respective directors, officers, controlling Persons, employees, agents and employees contractors (the “NextCure Indemnified Parties”) harmless from and against any and all losses, expenses, recoveries and damages, liabilities, costs and expenses (including reasonable legal expenses and costs including attorneys’ fees and expenses) (collectively, “Losses”) ), resulting or arising in connection with out of any and all chargesclaim, complaintssuit, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations action proceeding or injunctions demand brought by a any Third Party (each each, a “Third Party Claim”) to the extent resulting or otherwise arising from (i) any breach by Lilly of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (iia) the negligence or willful misconduct by of the Lilly or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement, Indemnified Parties; (iiib) the conduct Exploitation of the Development, Manufacturing or Packaging and Labeling activities (including, for clarity, any product liability Losses resulting therefrom) conducted Lilly Products by Lilly (other than by or on behalf of NextCure); (c) any breach of this Agreement by Lilly, any of its Affiliates or any of their respective officerssublicensees; (d) any claim that the use of the Lilly Collaboration Technology, directors, employees, agents Lilly Materials and/or [***] infringes or consultants) related to Compounds or Products prior to misappropriates the Effective Date, intellectual property rights of a Third Party; or (ive) any matter Collaboration Target-related to the Development, Manufacturing, Packaging and Labeling or Commercialization Lilly Materials-related contractual obligations of Lilly Products (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or and its Affiliates, or their respective officers, directors, employees, agents or consultants); except, in each case except case, to the extent that caused by the negligence or willful misconduct of, or breach of this Agreement by, any of the NextCure Indemnified Parties. NextCure will give Lilly prompt Notice of any such Losses are Third Party Claim and, without limiting the foregoing indemnity, Lilly will have the right to compromise, settle or defend any such Third Party Claim (to the extent subject to indemnification indemnity by Licensee pursuant Lilly as set forth herein); provided that (i) no offer of settlement, settlement or compromise by Lilly shall be binding on NextCure without its prior written consent, not to Section 10.2. *** Certain information be unreasonably withheld, conditioned or delayed, unless such settlement fully releases NextCure without any liability, loss, cost or obligation incurred by NextCure and in no event shall any settlement or compromise admit or concede that any aspect of any of the NextCure Collaboration Patent Rights is invalid or unenforceable or adversely affect the scope of any of the NextCure Collaboration Patent Rights and (ii) Lilly shall not have authority to admit any wrongdoing or misconduct on this page has been omitted and filed separately the part of NextCure or any of its Affiliates except with the Commission. Confidential treatment has been requested with respect to the omitted portionsNextCure’s prior written consent.

Indemnification by Lilly. Lilly hereby agrees to save, indemnify, defend will indemnify and hold Licensee, ViroPharma (and its Affiliates, and their respective its Affiliates’ directors, officers, agents and employees employees) harmless from and against any and all lossesDamages incurred or suffered by ViroPharma (and its Affiliates, damagesand its Affiliates’ directors, liabilitiesofficers and employees) as a result of a Third Person demand, costs claim, action, suit or judgment to the extent caused by or arising out of or in connection with: (a) any breach of any representation or warranty made by Lilly in this Agreement, the Transition Services Agreement or the Manufacturing Agreement or in any other document delivered in connection herewith or therewith; (b) any failure to perform duly and expenses punctually any covenant, agreement or undertaking on the part of Lilly contained in this Agreement, the Transition Services Agreement or the Manufacturing Agreement; (including reasonable attorneys’ fees and expensesc) any Excluded Liabilities; (collectively, “Losses”d) arising Lilly’s failure to comply in all material respects with Applicable Laws in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions by a Third Party (each a “Claim”) resulting or otherwise arising from (i) any breach by Lilly of any the performance of its representationsobligations hereunder, warranties, covenants the Manufacturing Agreement or obligations pursuant to this the Transition Services Agreement, ; (iie) the negligence or negligence, willful misconduct by or illegal acts of Lilly or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement, (iii) the conduct of the Development, Manufacturing or Packaging and Labeling activities (including, for clarity, any product liability Losses resulting therefrom) conducted by Lilly (or its Affiliates or their respective officers, directors, employees, agents or consultants) related to Compounds or Products prior to the Effective Date, or (iv) any matter related to the Development, Manufacturing, Packaging and Labeling or Commercialization of Lilly Products (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or its Affiliates; (f) Lilly’s or its Affiliates’ failure to comply in all material respects with Applicable Laws in connection with the performance of its obligations hereunder, under the Transition Services Agreement or their respective officersunder the Manufacturing Agreement or Lilly’s or its Affiliates’ failure to comply with Applicable Laws relating to manufacturing, directorshaving manufactured, employeesusing, agents distributing, marketing, co-marketing, promoting, co-promoting, selling and having sold the Marketed Product outside of the Territory after the Closing Date, and (g) reference of the NDAs by an assignee, licensee or consultants), successor in each case interest of Lilly as permitted pursuant Section 7.14; except to the extent that such Losses any Damages related to or arising therefrom are subject to indemnification caused by Licensee pursuant to Section 10.2. *** Certain information on a breach of this page has been omitted and filed separately with Agreement, the Commission. Confidential treatment has been requested with respect to Transition Services Agreement or the omitted portionsManufacturing Agreement by ViroPharma.

Indemnification by Lilly. Lilly hereby agrees to save, indemnify, defend and hold Licensee, its Affiliates, and their respective directors, officers, agents and employees harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions by a Third Party (each a “Claim”) resulting or otherwise arising from (i) any breach by Lilly of any of its representations, warranties, covenants or obligations pursuant to the Original Agreement and/or this Agreement, (ii) the negligence or willful misconduct by Lilly or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing any obligations under the Original Agreement and/or this Agreement, (iii) the conduct of the Development, Manufacturing or Packaging and Labeling activities (including, for clarity, any product liability Losses resulting therefrom) conducted by Lilly (or its Affiliates or their respective officers, directors, employees, agents or consultants) related to Compounds or Products prior to the Original Effective Date, or (iv) any matter related to the Development, Manufacturing, Packaging and Labeling or Commercialization of Lilly Products under this Agreement or under the Original Agreement (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or its Affiliates, or their respective officers, directors, employees, agents or consultants), in each case except to the extent that such Losses are subject to indemnification by Licensee pursuant to Section 10.2. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Indemnification by Lilly. Lilly hereby agrees to save, shall indemnify, defend and hold Licensee, harmless Licensee and its Affiliates, and each of its and their respective directorsemployees, officers, directors and agents and employees harmless (each, a “Licensee Indemnified Party”) from and against any and all lossesLiability that a Licensee Indemnified Party may incur, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) suffer or be required to pay resulting from or arising in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations a suit or injunctions action brought by a Third Party (each a “Claim”) resulting or otherwise arising from with respect to (i) any breach by Lilly of any of its representations, warrantieswarranties and covenants contained in Sections 10.01, covenants 10.02 and 10.04 herein or any material breach of its obligations pursuant to this Agreement, (ii) the negligence or and/or willful misconduct of Lilly, and (iii) the Development, Manufacture, use or other disposition of the Licensed Compound or Licensed Product by Lilly or its AffiliatesAffiliates prior to the * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Effective Date, sublicensees including, with respect to the Existing Studies. Notwithstanding the foregoing, Lilly shall have no obligation under this Agreement to indemnify, defend or subcontractors hold harmless any Licensee Indemnified Party with respect to any Liabilities to the extent that they result from the negligence or willful misconduct of Licensee, Licensee Indemnified Party or any of their respective employees, officers, directors, employees, directors or agents or consultants in performing any that result from Licensee's breach of its obligations under this Agreement, (iii) the conduct of the Development, Manufacturing or Packaging and Labeling activities (including, for clarity, any product liability Losses resulting therefrom) conducted by Lilly (or its Affiliates or their respective officers, directors, employees, agents or consultants) related to Compounds or Products prior to the Effective Date, or (iv) any matter related to the Development, Manufacturing, Packaging and Labeling or Commercialization of Lilly Products (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or its Affiliates, or their respective officers, directors, employees, agents or consultants), in each case except to the extent that such Losses are subject to indemnification by Licensee pursuant to Section 10.2. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Indemnification by Lilly. Lilly hereby agrees to savewill defend, indemnify, defend indemnify and hold Licensee, Nektar and its Affiliates, and their respective directors, officers, controlling Persons, employees, agents and employees contractors (the “Nektar Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all charges, complaints, actionsclaims, suits, proceedings, hearingsexpenses, investigationsrecoveries and damages, claimsincluding reasonable legal expenses and costs including attorneys’ fees, demands, judgments, orders, decrees, stipulations resulting or injunctions arising out of any claim by a any Third Party (each a “Claim”) to the extent resulting or otherwise arising from (ia) the gross negligence or willful misconduct of Lilly, any of its Affiliates, or any of their respective directors, officers, employees, agents or contractors; (b) the development, commercialization, manufacture, use or sale of the Products, if any, by or on behalf of Lilly (other than by or on behalf of Nektar), any of its Affiliates or any of their respective sublicensees; or (c) any breach of this Agreement by Lilly of Lilly, any of its representationsAffiliates or any of their sublicensees; except, warrantiesin each case, covenants or obligations pursuant to this Agreement, (ii) the extent caused by the negligence or willful misconduct by Lilly or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing of any obligations under this Agreement, (iii) the conduct of the DevelopmentNektar Indemnified Parties. Nektar will give Lilly prompt Notice of any such claim or lawsuit and, Manufacturing without limiting the foregoing indemnity, Lilly will have the right to compromise, settle or Packaging and Labeling activities defend any such claim or lawsuit (including, for clarity, any product liability Losses resulting therefrom) conducted by Lilly (or its Affiliates or their respective officers, directors, employees, agents or consultants) related to Compounds or Products prior to the Effective Date, or (iv) any matter related to the Development, Manufacturing, Packaging and Labeling or Commercialization of Lilly Products (including, for clarity, any product liability Losses resulting therefrom) by Lilly (or its Affiliates, or their respective officers, directors, employees, agents or consultants), in each case except to the extent that such Losses are subject to indemnification indemnity by Licensee pursuant Lilly as set forth herein); provided that (i) no offer of settlement, settlement or compromise by Lilly shall be binding on Nektar without its prior written consent, not to Section 10.2. *** Certain information be unreasonably withheld, conditioned or delayed, unless such settlement fully releases Nektar without any liability, loss, cost or obligation incurred by Nektar and in no event shall any settlement or compromise admit or concede that any aspect of any of the Nektar Patent Rights is invalid or unenforceable or adversely affect the scope of any of the Nektar Patent Rights and (ii) Lilly shall not have authority to admit any wrongdoing or misconduct on this page has been omitted and filed separately the part of Nektar or any of its Affiliates except with the Commission. Confidential treatment has been requested with respect to the omitted portionsNektar’s prior written consent.