Tularik Sample Clauses

Tularik. Tularik agrees to indemnify, defend and hold Array, and its directors, officers, employees and agents harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and court and other expenses of litigation) (collectively, "Liabilities") arising out of or in connection with third party claims relating to (i) any Compounds or product based thereon developed, manufactured, used, sold or otherwise distributed by or under authority of Tularik or its [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. designees (including, without limitation, product liability claims), or (ii) any breach by Tularik of the representations and warranties made in this Agreement, except in each case, to the extent such Liabilities resulted from the gross- negligence or intentional misconduct of Array.

Tularik. Tularik agrees to defend Amgen and its Affiliates at Tularik’s cost and expense, and will indemnify and hold Amgen and its Affiliates and their respective directors, officers, employees and agents (the “Amgen Indemnified Parties”) harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Tularik of any of its representations, warranties or obligations pursuant to this Agreement, (b) the gross negligence or willful misconduct of Tularik or (c) injuries resulting from Tularik’s activities conducted under the Research Program or from the development, manufacture, use, sale or other disposition of any and all Tularik Development Compounds, Tularik Exclusive Compounds, Tularik Exclusive Products, Tularik Target Products or TD Products, or any other product or service offered by Tularik, its Affiliates and/or its licensees or collaborators (other than Amgen) outside of the Research Program or Development and Commercialization activities. In the event of any claim against the Amgen Indemnified Parties by any Third Party, Amgen shall promptly notify Tularik in writing of the claim and Tularik shall manage and control, at its sole expense, the defense of the claim and its settlement. The Amgen Indemnified Parties shall cooperate with Tularik and may, at their option and expense, be represented in any such action or proceeding. Tularik shall not be liable for any litigation costs or expenses incurred by the Amgen Indemnified Parties without Tularik’s prior written authorization. In addition, Tularik shall not be responsible for the indemnification or defense of any Amgen Indemnified Party to the extent arising from any negligent or intentional acts by any Amgen Indemnified Party, or the breach by Amgen of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.

Tularik. Tularik agrees to indemnify, defend and hold Array, and its directors, officers, employees and agents harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and court and other expenses of litigation) (collectively, "Liabilities") arising out of or in connection with third party claims relating to (i) any Compounds or product based thereon developed, manufactured, used, sold or otherwise distributed by or under authority of Tularik or its designees (including, without limitation, product liability claims), or (ii) any breach by Tularik of the representations and warranties made in this Agreement, except in each case, to the extent such Liabilities resulted from the gross- negligence or intentional misconduct of Array.

Tularik. Tularik hereby represents, warrants and covenants that (i) it shall not grant any sublicense under the Other Subsidiary Know-How or Other Subsidiary Patents except [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.