BMS Indemnity. BMS shall indemnify, defend and hold harmless Eiger and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representatives, from and against any and all Losses payable to a Third Party based on Claims brought by a Third Party arising out of or relating to (a) a breach of this Agreement by BMS, including the representations, warranties and covenants of BMS set forth in Section 4.1 and/or Article 9, (b) the gross negligence, recklessness or willful misconduct of BMS or its Affiliates or its or their respective directors, officers, employees and agents, in connection with BMS’s performance of its obligations or exercise of its rights under this Agreement, (c) personal injury arising out of the conduct by BMS of clinical studies for the Licensed Compounds prior to the Effective Date, (d) payments for services rendered to BMS prior to the Effective Date related to the Licensed Compounds, (e) the conduct and close of any existing CTAs and CTXs for the Licensed Compound not assigned to Eiger under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, or Commercialization of BMS Reversion Products by BMS following the reversion thereof to BMS pursuant to Section 13.4 in the Territory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the extent reasonably attributable to any breach of this Agreement by Eiger, its Affiliates or Sublicensees, failure of Eiger, its Affiliates or Sublicensees to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Compounds or Licensed Products, or Eiger, its Affiliates or Sublicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Eiger has an indemnification obligation to BMS pursuant to Section 12.1.
BMS Indemnity. BMS shall indemnify the MJN Group and hold it harmless from:
BMS Indemnity. 12.2.1 BMS shall indemnify, defend and hold harmless Elixir and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representatives (the “Elixir Indemnitees”), from and against any and all Losses and Claims, but only to the extent arising out of a claim or demand made by a Third Party, to the extent reasonably attributable to any breach of any BMS representation or warranty set forth in Article 9; except in any such case for Losses and Claims to the extent reasonably attributable to any breach by Elixir of Article 11, or any Elixir Indemnitee having committed an act or acts of gross negligence, recklessness or willful misconduct.
BMS Indemnity. Subject to the Company’s indemnity obligations under Section 6.02, BMS shall defend, indemnify and hold harmless the Company, its Affiliates, and its and their employees, agents, officers, and directors (a “Company Party”) from and against any and all Losses that result from or arise in connection with any claim (including, product liability claims, strict liability or tort claims), action, suit or other proceeding made or brought by or on behalf of a Third Party against a Company Party (including claims, actions, suits or proceedings for bodily injury, death or property damage), in any such case, based on the breach of any representation or warranty of BMS contained in Section 5.02 or breach of any material obligation of BMS of this Agreement; provided, however, that BMS shall not be obligated to indemnify a Company Party for any Losses incurred by such Company Party to the extent attributable to any breach of this Agreement by the Company, a Company Party or the Company’s contractors/licensees, or to any act or omission constituting gross negligence or willful misconduct on the part of the Company, a Company Party or the Company’s contractors/licensees, or any action taken by BMS or its Affiliate upon the direction of the Company (including pursuant to amendments or modifications made to the Specifications by the Company) or to any failure of a Company Party to identify or bring to BMS’ attention a Product defect or non-conformity actually known by such Company Party prior to the use of such Product by a Third Party.
BMS Indemnity. BMS shall defend, indemnify and hold harmless the Company, its Affiliates, and its and their employees, agents, officers, and directors (a "Company Party") from and against any and all losses, liabilities, damages, fees (including, until such time as BMS has notified the Company in writing that it will assume control of a given claim, reasonable attorneys fees and costs of litigation pertaining to such claim), and expenses paid or payable by a Company Party to a Third Party and that result from or arise in connection with any claim (including, without limitation, product liability claims, strict liability or tort claims), action, suit or other proceeding made or brought by such Third Party against a Company Party including claims, actions, suits or proceedings for bodily injury, death or property damage, in any such case, based on the breach of any representation or warranty of BMS contained in Section 5.02(a), or breach of any material obligation of BMS contained in Sections 2.11 and 8.02; provided, however, that BMS shall not be obligated to indemnify a Company Party for any loss, liability, damages, fees or expenses incurred by such Company Party to the extent attributable to any breach of this Agreement by the Company {or}, a Company Party OR THE COMPANY'S CONTRACTORS/LICENSEES or to any act or omission constituting gross negligence or willful misconduct on the part of the Company {or}, a Company Party OR THE COMPANY'S CONTRACTORS/LICENSEES, or to any action that is taken by BMS pursuant to and in accordance with this Agreement or any action taken by BMS upon the direction of the Company (including modifications of the Specifications pursuant to Section 2.06(b)) or to any failure of the Company to identify a Product defect or nonconformity actually known by the Company prior to the use of such Product by a Third Party.
BMS Indemnity. BMS shall indemnify, defend and hold harmless Company and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representatives, from and against any and all Losses payable to a Third Party based on Claims brought by a Third Party arising out of or relating to (a) a material breach by BMS of Article 11 or the representations, warranties and covenants of ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 BMS set forth in Section 4.1 and/or Article 9, (b) the gross negligence, recklessness or willful misconduct of BMS or its Affiliates or its or their respective directors, officers, employees and agents, in connection with BMS’s performance of its obligations or exercise of its rights under this Agreement, and/or (c) any Development, use, manufacture, or Commercialization of BMS Reversion Products by BMS following the reversion thereof to BMS pursuant to Section 13.4 in the Territory, including any product liability claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the extent reasonably attributable to any material breach by Company of Article 11 of this Agreement, failure of Company to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Compounds or Licensed Products, or Company having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Company has an indemnification obligation to BMS pursuant to Section 12.1.
BMS Indemnity. BMS shall indemnify, defend and hold harmless ITI and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representatives, from and against any and all Losses and Claims arising out of or relating, directly or indirectly, [***].
BMS Indemnity. BMS shall indemnify, defend and hold harmless Pharmacopeia and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representatives, from and against any and all Losses and Claims arising out of or relating, directly or indirectly to (i) BMS’ gross negligence, recklessness or willful misconduct or (ii) BMS’ material breach of any representation or warranty set forth in this Agreement; except in any such case for Losses and Claims to the extent reasonably attributable to Pharmacopeia having committed an act or acts of gross negligence, recklessness or willful misconduct or having materially breached any representation or warranty set forth in this Agreement.
BMS Indemnity. BMS shall indemnify and hold Deltagen, its respective Affiliates and each of their respective officers, directors, employees, consultants and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) resulting from all claims, demands, actions and other proceedings to the extent arising from (a) a material breach of any representation, warranty or covenant of BMS under this Agreement, or (b) the negligence or willful misconduct of BMS or any of its Affiliates or any of their respective employees, consultants or agents in the performance of its and/or any of their obligations, and its and/or any of their permitted activities, under this Agreement, except, but only to the extent that, with respect to each of the foregoing subsections (a) through (b), any such claim, demand, action or other proceeding arises from any breach of any representation, warranty or covenant by Deltagen or from the negligence or willful misconduct of Deltagen.
BMS Indemnity. Only in the event that BMS exercises the BMS Option with respect to a Product shall BMS indemnify, defend and hold harmless Vanda and its Affiliates and the officers, directors, employees, agents, licensors and representatives of Vanda and its Affiliates from Losses and Claims arising out of or relating to, directly or indirectly, (i) the research, Development, manufacture, use, sale or other disposition, promotion, advertising, Commercialization, offering for sale, importation, handling, storage, transfer, or exportation of that Product by BMS and its Affiliates, sublicensees and contractors or to BMS' (or its Affiliates' and sublicensees') use and practice of the BMS Patent Rights and BMS Compound Know-How in the Development and Commercialization of that Product, including without limitation, Claims based on (a) product liability, bodily injury, death or property damage, and (b) infringement or misappropriation of Third Party patents, copyrights, trademarks, or other intellectual property rights, or the failure to comply with applicable Laws related to the research, development, Commercialization, promotion, distribution and sale of that Product and/or to the manufacture and labeling of that Product; except for Losses and Claims to the extent reasonably attributable to (i) breach by Vanda of Article 11, or (ii) Vanda having committed an act or acts of gross negligence, recklessness, or willful misconduct.
