By Medarex. Medarex shall indemnify deCODE, its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) in connection with any and all liability suits, investigations, claims or demands (collectively, "LOSSES") arising from or occurring as a result of or in connection with any breach by Medarex of this Agreement, except for those Losses for which deCODE has an obligation to indemnify Medarex and its Affiliates pursuant to Section 7.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.
By Medarex. Medarex shall indemnify, defend and hold harmless IDM, its Affiliates, and their respective directors, officers and employees (each an “IDM 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) (“Liabilities”) resulting from a claim, suit or proceeding made or brought by a third party against an IDM Indemnitee to the extent that such Liabilities arise from (a) a breach of this Agreement by Medarex, (b) the Process Development Program, or (c) the negligence or willful misconduct of a Medarex Indemnitee.
By Medarex. Medarex shall indemnify deCODE and its Affiliates, directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all Losses arising from or occurring as a result of or in connection with (a) any breach by Medarex of this Agreement, (b) the development, manufacture or commercialization of a Unilateral Product by or on behalf of Medarex or its Affiliates or sublicensees, or (c) the gross negligence, recklessness or willful misconduct on the part of Medarex or its Affiliates, licensees or sublicensees in performing any activity contemplated by this Agreement, except for those Losses for which deCODE has an obligation to indemnify Medarex and its respective Affiliates 20 120 pursuant to Section 7.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.
By Medarex. Medarex shall establish and maintain during the Term and in accordance with Section 2.3 hereof the following three (3) lists, collectively referred to as the "Medarex Lists":
By Medarex. 10.6.2 By BMS 10.6.3 By BMS 10.7 Exclusive Rights
By Medarex. Medarex covenants that neither it nor its Affiliates shall, directly or indirectly, (a) use or practice the BMS Technology for any use or purpose except as expressly permitted by this Agreement; provided that the foregoing shall not apply to any BMS Know-How from and after the date that such BMS Know-How no longer remains Confidential Information of BMS; 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 BMS’ prior written consent.
By Medarex. All other costs and expenses incurred by the Parties with respect to the Project Plan and the Project Budget shall be borne by PharmAthene and shall be governed by Sections 4.1.1, 4.1.2 and/or 4.1.3, as applicable. PharmAthene will fund all Collaboration Activities contemplated under the first year Project Plan and Project Budget that are not covered in full by a Government Award received by either Party, and PharmAthene will be solely responsible for funding 100% of all research, development, and commercialization activities (on a fully-burdened basis in accordance with Section 4.1.1) not funded by a Government Award but included in any future Project Plan and Project Budget. PharmAthene shall also be responsible for funding 100% of all activities associated with securing and managing any Government Contract(s) (the "PharmAthene Activities").
