Common use of Indemnification by Exelixis Clause in Contracts

Indemnification by Exelixis. Exelixis hereby agrees to defend, indemnify, and hold harmless Collaborator and its Affiliates and their respective directors, officers, employees and agents (each, a “Collaborator Indemnitee”) from and against any and all liabilities, expenses, and losses, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”), to which any Collaborator 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 manufacturing, 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 Collaborator or its Affiliates or Sublicensees), (b) the 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 Sections 12.2(a)-(c) for which Collaborator is obligated to indemnify the Exelixis Indemnitee under Section 12.2.

Indemnification by Exelixis. Exelixis hereby agrees to defend, indemnify, indemnify and hold harmless Collaborator Licensee and its Affiliates and their respective directors, officers, employees and agents (each, a an “Collaborator Licensee Indemnitee”) from and against any and all liabilities, expensesexpenses and losses including any product liability, and lossespersonal injury, property damage, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”), to which any Collaborator Licensee 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 Collaborator 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, 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 Sections 12.2(a)-(cSection 13.2(a), (b) or (c) for which Collaborator Licensee is obligated to indemnify the Exelixis Indemnitee under Section 12.213.2.

Indemnification by Exelixis. Exelixis hereby agrees to defend, indemnify, indemnify and hold harmless Collaborator Licensee and its Affiliates and their respective directors, officers, employees and agents (each, a an “Collaborator Licensee Indemnitee”) from and against any and all liabilities, expensesexpenses and losses including any product liability, and lossespersonal injury, property damage, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”), to which any Collaborator Licensee 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 Collaborator 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, 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 Sections 12.2(a)-(cSection 13.2(a), (b) or (c) for which Collaborator Licensee is obligated to indemnify the Exelixis Indemnitee under Section 12.2.13.2. 13.2

Indemnification by Exelixis. Exelixis hereby agrees to defend, indemnify, and hold harmless Collaborator and its Affiliates and their respective directors, officers, employees and agents (each, a “Collaborator Indemnitee”) from and against any and all liabilities, expenses, and losses, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”), to which any Collaborator 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 manufacturing, 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 Collaborator or its Affiliates or Sublicensees), (b) the 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 Sections 12.2(a)-(c) for which Collaborator is obligated to indemnify the Exelixis Indemnitee under Section 12.2. [ * ] = 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.