Common use of Lilly Clause in Contracts

Lilly. Lilly will indemnify (subject to Section 10.3), defend and hold Sepracor harmless against any and all actions, suits, claims, demands, prosecutions, liabilities, costs, and expenses based on or arising out of this Agreement (including but not limited to claims of patent infringement), resulting from Lilly's performance under this Agreement including, the development, manufacture, packaging, use or sale of Products, or use of Sepracor Know-How or Products by Lilly, its Permitted Sublicensees or its (or their) customers or any representation made or warranty given by Lilly or its Permitted Sublicensees with respect to Products.