Common use of BMS Indemnification Clause in Contracts

BMS Indemnification. BMS hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Exelixis, its Affiliates, and their agents, directors, officers, and employees (the “Exelixis Indemnitees”) from and against any and all liabilities, expenses and/or losses, including without limitation reasonable legal expenses and attorneys’ fees (collectively “Losses”) resulting from Third Party suits, claims, actions and demands (each, a “Third Party Claim”) to the extent that they arise or result from (a) the negligence or intentional misconduct of BMS, any BMS Indemnitee or any (sub)licensee of BMS conducting activities on behalf of BMS under this Agreement; (b) any breach by BMS of any provision of this Agreement; (c) any injury to a subject in a Combined Therapy Trial caused solely by the development, use or manufacture of the BMS Compound(s); (d) any injury to a subject in a Combined Therapy Trial where it ultimately cannot be or is not determined if such injury is solely the direct result of the BMS Compound(s) on the one hand or the Exelixis Compound on the other hand, provided that, in the case of this clause (d), BMS shall only Indemnify the Exelixis Indemnitees for fifty percent (50%) of any such Loss; or (e) the use by BMS, its Affiliates, contractors or (sub)licensees of Combined Therapy Study Data, BMS Study Data, BMS Study Inventions, BMS Study Patent Rights, Combined Therapy Inventions and Combined Therapy Patent Rights outside the scope of this Agreement (other than with respect to Third Party Claims that are covered under Section 6.4)); but excluding, in each case ((a) through (e)), any such Losses to the extent Exelixis is obligated to Indemnify the BMS Indemnitees pursuant to Section 11.2. 11.2

BMS Indemnification. BMS hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) ExelixisCheckmate, its Affiliates, and its and their agents, directors, officers, and employees (the “Exelixis Checkmate Indemnitees”) from and against any and all liabilities, expenses and/or losses, including without limitation reasonable legal expenses and attorneys’ fees (collectively “Losses”) resulting from Third Party suits, claims, actions and demands (each, a “Third Party Claim”) to the extent that they arise or result from (a) the negligence or intentional misconduct of BMS, any BMS Indemnitee or any (sub)licensee sublicensee of BMS conducting activities on behalf of BMS under this Agreement; (b) any breach by BMS of any provision of this Agreement; (c) any injury to a subject in a Combined Therapy Trial Study clinical trial to the extent caused solely by the development, use or manufacture of the BMS Compound(s)Compound; (d) any injury to a subject in a Combined Therapy Trial Study clinical trial where it ultimately cannot be or is not determined if such injury is solely the direct result of the BMS Compound(s) Compound on the one hand or the Exelixis Checkmate Compound on the other hand, provided that, in the case of this clause (d), BMS shall only Indemnify the Exelixis Checkmate Indemnitees for fifty percent (50%) of any such Loss; or (e) the use by BMS, its Affiliates, contractors BMS of Study Data or (sub)licensees of Combined Therapy Study Data, BMS Study Data, BMS Study Inventions, BMS Study Patent Rights, Combined Therapy Inventions and Combined Therapy Patent Rights outside the scope of this Agreement (other than with respect to Agreement, excluding Third Party Claims that are covered under Section 6.4)); but excluding, in each case ((a) through (e)), any such Losses to the extent Exelixis Checkmate is obligated to Indemnify the BMS Indemnitees pursuant to Section 11.2. 11.2.

BMS Indemnification. BMS hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Exelixis, its Affiliates, and their agents, directors, officers, and employees (the “Exelixis Indemnitees”) from and against any and all liabilities, expenses and/or losses, including without limitation reasonable legal expenses and attorneys’ fees (collectively “Losses”) resulting from Third Party suits, claims, actions and demands (each, a “Third Party Claim”) to the extent that they arise or result from (a) the negligence or intentional misconduct of BMS, any BMS Indemnitee or any (sub)licensee of BMS conducting activities on behalf of BMS under this Agreement; (b) any breach by BMS of any provision of this Agreement; (c) any injury to a subject in a Combined Therapy Trial caused solely by the development, use or manufacture of the BMS Compound(s); (d) any injury to a subject in a Combined Therapy Trial where it ultimately cannot be or is not determined if such injury is solely the direct result of the BMS Compound(s) on the one hand or the Exelixis Compound on the other hand, provided that, in the case of this clause (d), BMS shall only Indemnify the Exelixis Indemnitees for fifty percent (50%) of any such Loss; or (e) the use by BMS, its Affiliates, contractors or (sub)licensees of Combined Therapy Study Data, BMS Study Data, BMS Study Inventions, BMS Study Patent Rights, Combined Therapy Inventions and Combined Therapy Patent Rights outside the scope of this Agreement (other than with respect to Third Party Claims that are covered under Section 6.4)); but excluding, in each case ((a) through (e)), any such Losses to the extent Exelixis is obligated to Indemnify the BMS Indemnitees pursuant to Section 11.2. 11.2.

BMS Indemnification. BMS hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) Exelixisthe Company, its Affiliates, and its and their agents, directors, officers, and employees (the “Exelixis Company Indemnitees”) from and against any and all liabilities, expenses and/or or losses, including without limitation reasonable legal expenses and attorneys’ fees (collectively “Losses”) resulting from Third Party suits, claims, actions and demands (each, a “Third Party Claim”) to the extent that they arise or result from (a) the negligence or intentional misconduct of BMS, any BMS Indemnitee or any (sub)licensee sublicensee of BMS conducting activities on behalf of BMS under this Agreement; , (b) any breach by BMS of any provision of this Agreement; , (c) any injury to a subject in a Combined Therapy Trial Study clinical trial to the extent caused solely by the development, use or manufacture of the BMS Compound(s); Compound, (d) any injury to a subject in a Combined Therapy Trial Study clinical trial where it ultimately cannot be or is not determined if such injury is solely the direct result of the BMS Compound(s) Compound on the one hand or the Exelixis relevant Company Compound on the other hand, provided that, in the case of this clause (d), BMS shall only Indemnify the Exelixis Company Indemnitees for fifty percent (50%) of any such Loss; , or (e) the use by BMS, its Affiliates, contractors BMS of Study Data or (sub)licensees of Combined Therapy Study Data, BMS Study Data, BMS Study Inventions, BMS Study Patent Rights, Combined Therapy Inventions and Combined Therapy Patent Rights outside the scope of this Agreement (other than with respect to Agreement, excluding Third Party Claims that are covered under Section 6.4))5.4; but excluding, in each case ((a) through (e)), any such Losses to the extent Exelixis that the Company is obligated to Indemnify the BMS Indemnitees pursuant to Section 11.2. 11.210.2.