Common use of Indemnification by ERS and BMS Clause in Contracts

Indemnification by ERS and BMS. ERS and BMS shall indemnify, defend and hold harmless the Company and its Affiliates, and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) to the extent arising out of or resulting from: (a) negligence, recklessness or wrongful intentional acts or omissions of ERS or its Affiliates, and their respective directors, officers, employees and agents, in connection with the work performed by ERS or BMS under the Clinical Development Plans or the fulfillment of ERS's or BMS's obligations under the Marketing Plans; (b) any manufacture, use, distribution or sale of the Products by ERS or its Affiliates or due to any negligence, recklessness, or wrongful intentional acts or omissions by or strict liability of, ERS or its Affiliates and their respective directors, officers, employees and agents.; or (c) any breach of any representation or warranty made by ERS or BMS under Sections 11.1, 11.3 or 11.4.