Common use of BMS Indemnity Clause in Contracts

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. 12.2.1 BMS shall indemnify, defend and hold harmless Eiger Elixir and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representativesrepresentatives (the “Elixir Indemnitees”), from and against any and all Losses payable and Claims, but only to the extent arising out of a Third Party based on Claims brought claim or demand made by a Third Party arising out of or relating Party, to (a) a the extent reasonably attributable to any breach of this Agreement by BMS, including the representations, warranties and covenants of any BMS representation or warranty 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 by Elixir 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 ProductsArticle 11, or Eiger, its Affiliates or Sublicensees any Elixir Indemnitee having committed an act or acts of gross negligence, recklessness or willful misconduct. 12.2.2 BMS shall indemnify, or defend and hold harmless the Elixir Indemnitees , from and against any and all Losses and Claims, but only to the extent Eiger has an indemnification obligation arising out of a claim or demand made by a Third Party, arising out of or relating to, directly or indirectly, (i) the research, Development, Commercialization (including, without limitation, promotion, advertising, offering for sale, sale or other disposition), transfer, importation or exportation, manufacture, labeling, handling or storage, or use of, or exposure to, BMS-* or the Licensed Compounds or any Licensed Product by or for BMS or any of its Affiliates, sublicensees, agents and contractors, in each case occurring after the partial or full termination of this Agreement by BMS under Section 13.2 and in each case only to the extent arising out of or relating to activities performed after such termination and pursuant to the rights granted back to BMS pursuant under Section 13.2 or (ii) to Section 12.1* Confidential Treatment Requested BMS’ (or its Affiliates’ and licensees’ and sublicensees’) use and practice of any patent or other rights licensed by Elixir to BMS hereunder or Elixir Confidential Information, including, without limitation, for each of clauses (i) and (ii), claims and threatened claims based on (x) product liability, bodily injury, risk of bodily injury, death or property damage, (y) infringement or misappropriation of Third Party patents, copyrights, trademarks or other intellectual property rights, or (z) the failure to comply with applicable Law related to the matters referred to in the foregoing clause (i) with respect to BMS-* and/or the Licensed Compounds and/or any Licensed Product; 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. BMS shall indemnify, defend and hold harmless Eiger 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 this Agreement by BMS, including Article 11 or 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 Clinical Trials for the Licensed Compounds Compound prior to the Effective Date, and/or (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 threatened claims based on product liability, bodily injury, risk of bodily injury, death or property damage, infringement or misappropriation of Third Party patents, copyrights, trademarks or other intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory rights arising therefrom, or the failure to comply with applicable Law related to the matters referred to in this subsection (d) with respect to any BMS Reversion Product; 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 by Eiger, its Affiliates or SublicenseesAgreement, failure of Eiger, its Affiliates or Sublicensees Company 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 Company having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Eiger Company has an indemnification obligation to BMS pursuant to Section 12.1.

BMS Indemnity. BMS shall indemnifydefend, defend indemnify and hold harmless Eiger and DURA, its Affiliates, and its and their respective officers, directors, employees, agents, licensorsofficers, and their respective successors, heirs and assigns and representatives, directors (a "DURA PARTY") harmless from and against any and all Losses losses, liabilities, damages, fees (including, until such time as BMS has notified DURA in writing that it will assume control of a given DURA Claim, reasonable attorneys fees and costs of litigation pertaining to such DURA Claim), and expenses paid or payable by a DURA Party to a Third Party and that result from or arise in connection with a claim, suit or other proceeding made or brought by such Third Party (a "DURA CLAIM") against a DURA Party based on Claims brought by a (i) the breach of any obligation, covenant, agreement, representation or warranty of BMS contained in this Agreement, or (ii) any Third Party litigation, arbitration, claim, governmental or other proceeding (formal or informal) or investigation arising out of or relating to (a) a breach based upon the conduct of this Agreement the Business 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 Affiliates, including without limitation any sale by or its through BMS or their respective directors, officers, employees and agents, in connection with BMS’s performance any of its obligations Affiliates, and any use of any Product (including without limitation Claims based on or exercise of its rights under this Agreementrelating to product liability), (c) personal injury arising out of the conduct by BMS of clinical studies for the Licensed Compounds prior to the Effective Date, or (diii) payments for services rendered any sale of a Product by BMS or any of its Affiliates outside the Territory, and any use outside the Territory of any such Product that was sold by BMS or any of its Affiliates outside the Territory (including without limitation Claims based on or relating to product liability), whether sold by BMS or its Affiliates 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 or following the Effective Date; or (iv) infringement of a Third Party's patent rights or trademarks by reason of the purchase of a Product by DURA under the Supply Agreement (and which was manufactured by or for BMS) and/or its sale by DURA in accordance with the provisions of this Agreement (f) any Development, use, other than infringement of Third Party patent rights or trademarks by reason of the manufacture, use or Commercialization sale of BMS Reversion Products plastic containers, vials, or other components for any Azactam-Registered Trademark- Product used or provided by Xxxxxx under the Xxxxxx Supply Agreement and the manufacture, use or sale of the Xxxxxx fluid containers or vials for any Maxipime-Registered Trademark- Product pursuant to the rights granted under the Xxxxxx License Agreement and other than infringement of a Third Party's trademark based on the use of a Trademark assigned by BMS following the reversion thereof to BMS DURA pursuant to Section 13.4 in the Territory2.2.1); PROVIDED, including however, that BMS shall not be obligated to indemnify a DURA Party under (i), (ii), (iii) or (iv) above for any product liability claims and intellectual property infringement claims in the Territory loss, liability, damages, fees or any personal injury, property damage or other damage in the Territory arising therefrom; except in any expenses incurred by such case for Losses and Claims DURA Party to the extent reasonably attributable to a breach by DURA of any breach obligation, covenant, agreement, representation or warranty of DURA contained in this Agreement by Eigeror any Related Agreement, 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 any act or acts of omission constituting negligence, recklessness, gross negligence, recklessness or willful misconductwilful misconduct on the part of DURA or a DURA Party, and/or to any failure of DURA to identify a Product defect or nonconformity with Specifications known or that should reasonably have been known to DURA prior to the extent Eiger has an indemnification obligation to BMS pursuant to Section 12.1use of such Product by a Third Party.

BMS Indemnity. Subject to Section 6.4 hereof, BMS shall indemnifydefend, defend indemnify and hold harmless Eiger and DURA, its Affiliates, and its and their respective officers, directors, employees, agents, licensorsofficers, and their respective successors, heirs and assigns and representatives, directors (a "DURA PARTY") harmless from and against any and all Losses losses, liabilities, damages, fees (including, until such time as BMS has notified DURA in writing that it will assume control of a given DURA Claim, reasonable attorneys fees and costs of litigation pertaining to such DURA Claim), and expenses paid or payable by a DURA Party to a Third Party and that result from or arise in connection with a claim, suit or other proceeding made or brought by such Third Party against a DURA Party (a "DURA CLAIM") based on (i) the breach of any obligation, covenant, agreement, representation or warranty of BMS contained in this Agreement, (ii) any sale of a Product by BMS or any of its Affiliates outside the Territory, and any use outside the Territory of any such Product sold by BMS or any of its Affiliates outside the Territory (including without limitation Claims brought by a Third Party arising out of based on or relating to (a) a breach of this Agreement product liability), whether sold 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 or following the Effective Date, or (diii) payments infringement of a Third Party's patent rights by reason of the manufacture of a Product by or for services rendered BMS and/or its purchase by DURA under this Agreement (other than infringement of Third Party patent rights or trademarks by reason of the manufacture, use or sale of plastic containers, vials, or other components for any Azactam-Registered Trademark- Product used or provided by Xxxxxx under the Xxxxxx Supply Agreement and the manufacture, use or sale of the Xxxxxx fluid containers or vials for any Maxipime-Registered Trademark- Product pursuant to the rights granted under the Xxxxxx License Agreement); PROVIDED, however, that BMS shall not be obligated to indemnify a DURA Party under (i) or (ii) above for any loss, liability, damages, fees or expenses incurred by such DURA Party to the extent attributable to a breach by DURA of any obligation, covenant, agreement, representation or warranty of DURA contained in this Agreement or any Related Agreement, to any act or omission constituting negligence, recklessness, gross negligence, or wilful misconduct on the part of DURA or a DURA Party, and/or to any failure of DURA to identify a Product defect or nonconformity with Specifications known by or that should reasonably have been known to DURA prior to the Effective Date related to the Licensed Compounds, (e) the conduct and close use 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 such Product 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 12.1a Third Party.