By Bayer. Bayer shall indemnify, defend and hold harmless Licensee, its Affiliates and their respective directors, officers, employees, consultants, representatives and agents (each a “Licensee Indemnitee”) from and against any and all Losses resulting from Claims against a Licensee Indemnitee arising from or occurring as a result of: (i) any breach of the representations, warranties or covenants made by Bayer herein; or (ii) the negligence or willful misconduct of Bayer or its Affiliates; except, in each case, to the extent caused by the negligence or willful misconduct of Licensee, its Affiliates or Sublicensees.
Appears in 5 contracts
Samples: License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc), License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc), License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc)