Indemnification by BMS. BMS shall defend, indemnify, and hold Alder, its Affiliates, and each of their respective officers, directors, employees, and agents, (the “Alder Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant[***] (collectively, “Alder Damages”), all to the extent resulting from any claims, suits, proceedings or causes of action brought by such Third Party (collectively, “Alder Claims”) against such Alder Indemnitee that arise from or are based on: (a) the Development, manufacture (other than in accordance with applicable specifications, GMP and other Applicable Law), storage, handling, use, sale, offer for sale, and importation of Licensed Products by BMS or its Affiliates, or Sublicensees in or with respect to the Licensed Territory; (b) a breach of any of BMS’ representations, warranties, and obligations under the Agreement; (c) the commercialization of Co-Developed Product in the Cancer Territory or the manufacture, storage, handling, use, sale, offer for sale and importation of Co-Developed Product in connection therewith; (d) if BMS exercises the Option, the research or Development of Cancer Product by BMS or its sublicensees (or their respective Affiliates) outside the scope of the U.S. Co-Developed Product Development, or the manufacture, storage, handling, use, sale, offer for sale, and importation of Cancer Product in connection therewith; and/or (e) the willful misconduct or negligent acts of BMS or its Affiliates, or the officers, directors, employees, or agents of BMS or its Affiliates. The foregoing indemnity obligation shall not apply if the Alder Indemnitees materially fail to comply with the indemnification procedures set forth in Section 15.3, or to the extent that any Alder Claim is subject to indemnity pursuant to Section 15.1 and/or is based on or alleges: (i) a breach of any of Alder’s representations, warranties, and obligations under this Agreement, (ii) the willful misconduct or negligent acts of Alder, its Affiliates, or their officers, directors, employees, or agents or (iii) a breach by Alder or its Affiliates of an obligation under an agreement between Alder or its Affiliates and a Third Party.
Indemnification by BMS. Subject to Section 13.3, BMS hereby agrees to indemnify, defend and hold harmless Exelixis and its directors, employees and agents from and against any and all Losses to the extent such Losses result from [*] or [*] by BMS or its Affiliates, agents or sublicensees, except to the extent such Losses result from any: (a) breach of warranty by Exelixis contained in the Agreement; (b) breach of the Agreement or applicable law by Exelixis; (c) negligence or willful misconduct by Exelixis, its Affiliates or (sub)licensees, or their respective directors, employees and agents in the performance of the Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by Exelixis to a Third Party (including misappropriation of trade secrets).
Indemnification by BMS. Subject to Section 13.4, BMS hereby agrees to indemnify, defend and hold harmless PDL and its directors, employees and agents from and against any and all Losses to the extent such Losses result from the manufacture, use, handling, storage, sale or other disposition of Products (other than Products in the U.S. for which Co-Development has been not been * Certain information on this page has been omitted and filed separately with the SEC. confidential treatment has been requested with respect to the omitted portions. terminated pursuant to Section 3.6(b) or Section 11.3(b)) by a Party or its Affiliates, agents or sublicensees, except to the extent such Losses result from any: (a) breach of warranty by PDL contained in the Agreement; (b) breach of the Agreement or applicable law by PDL; (c) negligence or willful misconduct by PDL, its Affiliates or (sub)licensees, or their respective directors, employees and agents in the performance of the Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by PDL to a Third Party (including misappropriation of trade secrets).
Indemnification by BMS. Except as provided in Section 5.04, BMS shall, and shall cause each of its Subsidiaries that is in the BMS Group as of the Separation Date, to jointly and severally indemnify, defend and hold harmless MJN and each of their respective directors, officers, managers, members and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “MJN Indemnitees”), from and against any and all Liabilities of the MJN Indemnitees relating to, arising out of or resulting from any of the following items (without duplication and including any Liabilities asserted by way of setoff, counterclaim or defense or enforcement of any Lien):
(i) the failure of BMS or any other Person in the BMS Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liabilities, whether prior to or after the Separation Date; and
(ii) any material breach by BMS or any Person in the BMS Group of this Agreement or any Ancillary Agreement that does not contain its own indemnification provisions. Notwithstanding anything to the contrary herein, in no event will any MJN Indemnitee have the right to seek indemnification from any Person in the MJN Group with respect to any claim or demand against any Person in the BMS Group for the satisfaction of the MJN Liabilities.
Indemnification by BMS. BMS agrees to indemnify, defend and hold Exelixis, its Affiliates, and its and their officers, directors, employees, consultants, contractors, and agents (collectively, the "Exelixis Indemnitees") harmless from and against any and all damages, losses, liabilities or other amounts payable by any of them to a Third Party claimant, as well as any reasonable attorneys' fees and costs of litigation incurred by such Exelixis Indemnitee as to any such Claim (as defined in this Section 13.2) until BMS has acknowledged that it will provide indemnification hereunder with respect to such Claim as provided below, (collectively, "Damages") resulting from claims, suits, proceedings or causes of action ("Claims") brought by such Third Party based on: (i) [ * ] in connection therewith, but excluding any claim relating to [ * ] (except as provided in (iv) below); (ii) [ * ] Selected Target or Pursued Disclosed Target, or any Mammalian Target [ * ]; (iii) personal injury or death relating to or arising out of the [ * ] Selected Targets, Pursued Disclosed Targets, Mammalian Targets, Collaboration Compounds, Licensed Products, BMS Products, Gene Products; Biotherapeutic Products [ * ] by or on behalf of BMS or its Affiliates, agents or sublicensees; (iv) [ * ] Collaboration Compounds, Licensed Products, BMS Products, Gene Products, Biotherapeutic Products [*]; (v) [ * ] BMS Compounds [ * ]; and (vi) [ * ].
Indemnification by BMS. BMS shall indemnify, defend and hold 3DP and its agents, employees and directors (the "3DP Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of Third Party claims or lawsuits related to (a) BMS's performance of its obligations under this Agreement; or (b) product liability for bodily injury and/or property damage related to BMS's development activities with compounds identified under the Research Program and/or with Licensed Products; or (c) the manufacture, use or sale of Licensed Products by BMS and its Affiliates, sublicensees, distributors and agents, except to the extent such claims or suits result from the breach of any of the provisions of this Agreement, gross negligence or willful misconduct of the 3DP Indemnitees. Upon the assertion of any such claim or suit, the 3DP Indemnitees shall promptly notify BMS thereof and shall permit BMS to assume direction and control of the defense of the claim (including the selection of counsel and the right to settle it at the sole discretion of BMS, provided that such settlement does not impose any material obligation on the 3DP Indemnitees), and shall cooperate as requested (at the expense of BMS) in the defense of the claim.
Indemnification by BMS. In connection with any registration in which BMS is participating, BMS will furnish to the Company in writing such information and affidavits with respect to BMS as the Company reasonably requests for use in connection with any such registration, prospectus, or preliminary prospectus and agrees to indemnify the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company (within the meaning of either the Securities Act or of the Exchange Act) to the same extent as the foregoing indemnity from the Company to BMS, but only with respect to information relating to BMS furnished to the Company in writing by BMS expressly for use in the Registration Statement, the prospectus, any amendment or supplement thereto, or any preliminary prospectus.
Indemnification by BMS. BMS shall indemnify, defend and hold harmless Immatics and its Affiliates and its and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Immatics Indemnitees”), from and against any and all Third Party Damages to the extent arising out of or relating to, directly or indirectly, any Third Party Claim to the extent based upon: [***].
Indemnification by BMS. Subject to Section 12.3, BMS hereby agrees to indemnify, defend and hold harmless Exelixis and its directors, employees and agents from and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. against any and all Losses to the extent such Losses result from [ * ] or [ * ] by BMS or its Affiliates, agents or sublicensees, except to the extent such Losses result from any: (a) breach of warranty by Exelixis contained in the Agreement; (b) breach of the Agreement or applicable law by Exelixis; (c) negligence or willful misconduct by Exelixis, its Affiliates or (sub)licensees, or their respective directors, employees and agents in the performance of the Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by Exelixis to a Third Party (including misappropriation of trade secrets).
Indemnification by BMS. BMS shall indemnify Otsuka, 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 to the extent that they arise from or occur as a result of (a) the breach of any representation or warranty of BMS hereunder; (b) the manufacture of Product by BMS (or its designee) or any of its Affiliates or Sublicensees (whether as a toll manufacturer for or as a supplier to Otsuka or Otsuka’s Affiliates) not in compliance with agreed manufacturing specifications, or fault on the part of BMS or its designee, Affiliates or Sublicensees in the process of manufacturing Product (but, for the sake of clarification, excluding Losses resulting from the inherent efficacy or Safety of Product); (c) the failure of BMS, its Affiliates or Sublicensees to perform any of BMS’s duties or obligations set forth in this Agreement; (d) the implementation of those decisions of the JCC as to which BMS has the tie-breaking vote, including, without limitation, marketing and sales strategies; or (e) the gross negligence or intentional misconduct of BMS or any of its Affiliates or Sublicensees in connection with any action or transaction contemplated by this Agreement.
