By BMS. Subject to Section 10.3, BMS shall indemnify, defend and hold harmless Athersys and its directors, officers and employees (each an “Athersys Indemnitee”) from and against any and all liabilities, damages, losses, costs or expenses (including attorneys’ and professional fees and other expenses of litigation and/or arbitration) (each a “Liability”) resulting from a claim, suit or proceeding made or brought by a Third Party against an Athersys Indemnitee arising from or occurring as a result of (i) any breach of the representations and warranties set forth in Section 8.2, or (ii) the performance (or failure to perform) by BMS of its obligations hereunder.
By BMS. In the event that BMS makes, has made, uses, sells or has sold any Product pursuant to Section 13.6(c) or (d), BMS shall, and shall obligate its sublicensees, if any, to, indemnify SGI and its Affiliates, and their respective directors, officers, employees and agents with respect thereto to the same extent as the indemnification required to be provided by SGI in Section 11.1.
By BMS. Subject to the terms of this Agreement and any applicable [**], BMS hereby grants to Lexicon and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under BMS's rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold Lexicon Development Compounds and Lexicon Products. Any sublicense under this Section 4.2.2 shall be set forth in a written agreement containing confidentiality, non-use, ownership of intellectual property and audit provisions consistent with and no less restrictive than those contained herein, shall be subject and subordinate to the terms and conditions of this Agreement, and shall obligate the Sublicensee to make the milestone and royalty payments required hereunder; provided that Lexicon shall remain responsible for all payments due to BMS hereunder. Lexicon shall provide BMS with an [**] copy of each sublicense agreement promptly after executing the same; provided, however, that subject to the exceptions set forth in Section 1.18, each such sublicense agreement shall be Confidential Information of Lexicon.
By BMS. BMS shall indemnify and hold ICAgen, its Affiliates and its Sublicensees, if any, and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) arising out of or resulting from:
By BMS. BMS covenants that neither it nor its Affiliates shall use or practice the Corgentech Technology for any use or purpose except as expressly permitted in Sections 10.1 and 10.3 as necessary to perform its obligations under this Agreement; provided, that the foregoing shall not apply to any Corgentech Know-How from and after the date that such Corgentech Know-How no longer remains Confidential Information of Corgentech.
By BMS. BMS shall indemnify and hold OXiGENE and its Affiliates and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals and other reasonable litigation expenses) arising out of or resulting from:
By BMS. BMS hereby grants to Pharmacopeia a perpetual fully paid-up, worldwide non-exclusive, sublicensable license under any Patents Controlled by BMS but not included in the BMS Patent Rights or derived from the BMS Know-How, solely to the extent that the claims of such patent rights are within the scope of the claims of any patent within the BMS Patent Rights (e.g., claims Covering a selection invention within a genus of compounds Covered in the BMS Patent Rights) and that are composition-of-matter claims Covering, as compound(s) per se, one or more Pharmacopeia Excluded Compounds, to make, use (including in activities directed at the research and Development of Licensed Compounds), have made, sell, offer to sell, export and import and otherwise exploit or Commercialize Licensed Compounds and Licensed Products solely for use in the Field. For the avoidance of doubt, the unblocking license granted under this Section 2.8(b) shall not entitle Pharmacopeia to Develop or Commercialize any BMS Excluded Compound or product incorporating a BMS Excluded Compound. Notwithstanding the foregoing, this Section 2.8(b) shall not apply with respect to any Patent for which BMS would incur any obligation (including but not limited to a cash payment obligation) to a Third Party if such Patent were included in this Section 2.8(b), unless and only to the extent that Pharmacopeia agrees in writing to incur such obligation to such Third Party, including to fully reimburse BMS or pay directly to such Third Party any payment obligation.
By BMS. BMS shall indemnify and hold harmless Cytogen and its directors, officers, agents, and employees, from and against any and all Claims made by third parties relating to a material breach of BMS' representations and warranties, or covenants (as such covenants are set forth in Section 6.4 hereof).
By BMS. BMS covenants that neither it nor its Affiliates shall, directly or indirectly, (a) use or practice the Medarex Technology for any use or purpose except as expressly permitted by this Agreement; provided that the foregoing shall not apply to any Medarex Know-How from and after the date that such Medarex Know-How no longer remains Confidential Information of Medarex; or (b) develop or commercialize any Agent for use together or in combination with any Competing Product, except as expressly permitted pursuant to Section 3.13, in each case ((a) and (b)) without Medarex’s prior written consent.
By BMS. BMS hereby covenants not to xxx, and to cause its Affiliates not to xxx, Medarex or any of its Affiliates (or IDM for work performed under the IDM Agreement) for infringement based on or under any BMS Pre-Existing Patents, in connection with any act by Medarex or such Affiliate (or IDM for work performed under the IDM Agreement) of making, having made, selling, offering to sell, using, importing or otherwise commercializing an Antibody or any product containing an Antibody, which act occurred prior to the Effective Date, or in connection with any other act that occurred prior to the Effective Date, which, as a result of the rights and licenses granted to Medarex in this Agreement, would not constitute infringement if it occurred after the Effective Date. Without limitation to the foregoing, BMS hereby waives and releases, on behalf of itself and its Affiliates and their respective successors and assigns, any and all rights or remedies, including the right to bring any cause of action, in each case with respect to any such past infringement. BMS hereby covenants to impose the obligations of this Section 10.6.3 on any Third Party to which it assigns, by contract or operation of law or otherwise, any such BMS Patent.
