Common use of Indemnification of Evogene Clause in Contracts

Indemnification of Evogene. Monsanto shall indemnify, defend and hold Evogene and its Affiliates and their respective directors, officers, employees, agents, consultants and counsel, and the successors and assigns of the foregoing (the “Evogene Indemnitees”) harmless from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and arbitration) resulting from a claim, suit or proceeding brought by a Third Party against an Evogene Indemnitee, arising from or occurring as a result of (a) Monsanto’s breach of its representations, warranties or covenants set forth in Section 11.1.2; (b) any personal injury, death or property damage suffered by such Third Party as a result of any Product sold by or on behalf of Monsanto, its Affiliates or its Sublicensees; and (c) a breach or a claimed breach of any Third Party’s Intellectual Property rights by any Products made, used, sold, imported or otherwise Commercially Exploited by or on behalf of Monsanto or any of its Affiliates and Sublicensees, except (i) in each case under clauses (a), (b) or (c) to the extent caused by the willful misconduct of any of the Evogene Indemnitees.