Common use of Indemnification by Exelixis Clause in Contracts

Indemnification by Exelixis. Exelixis hereby agrees to defend, indemnify and hold harmless Licensee and its Affiliates and their respective directors, officers, employees and agents (each, an “Licensee Indemnitee”) from and against any and all liabilities, expenses and losses including any product liability, personal injury, property damage, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”), to which any Licensee Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise out of: (a) the Development, use, handling, storage, Commercialization or other disposition of any Compound or Product by Exelixis or its Affiliates or licensees or the contractors of any of them (excluding any activities by or on behalf of Licensee or its Affiliates or Sublicensees), (b) the gross negligence or willful misconduct of any Exelixis Indemnitee, or (c) the breach by Exelixis of any warranty, representation, covenant or agreement made by Exelixis in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities set forth in Section 13.2(a), (b) or (c) for which Licensee is obligated to indemnify the Exelixis Indemnitee under Section 13.2.

Indemnification by Exelixis. Exelixis hereby agrees to defend, indemnify indemnify, and hold harmless Licensee Collaborator and its Affiliates and their respective directors, officers, employees and agents (each, an a “Licensee Collaborator Indemnitee”) from and against any and all liabilities, expenses expenses, and losses including any product liability, personal injury, property damagelosses, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”), to which any Licensee Collaborator Indemnitee may become subject as a result of any claim, demand, action action, or other proceeding by any Third Party to the extent such Losses arise out of: (a) the manufacturing, Development, use, handling, storage, Commercialization Commercialization, or other disposition of any Compound or Product by Exelixis or its Affiliates or licensees or the contractors of any of them (excluding any activities by or on behalf of Licensee Collaborator or its Affiliates or Sublicensees), (b) the gross negligence or willful misconduct of any Exelixis Indemnitee, or (c) the breach by Exelixis of any warranty, representation, covenant covenant, or agreement made by Exelixis in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities set forth in Section 13.2(a), (b) or (cSections 12.2(a)-(c) for which Licensee Collaborator is obligated to indemnify the Exelixis Indemnitee under Section 13.212.2.