Common use of Bayer Clause in Contracts

Bayer. Bayer agrees to indemnify, defend and hold Symyx and its Affiliates and their directors, officers, employees, agents and their respective successors, heirs and assigns (the "Symyx Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with third party claims, suits, actions, demands or judgments, including without limitation, personal injury, product liability, patent infringement (other than claims of infringement of Symyx patents licensed to Bayer under this Agreement) and trade secret misappropriation matters, suits, actions or demands relating to (i) any Agreement Compounds or Products developed, manufactured, used, sold or otherwise distributed by or on behalf of Bayer, its Sublicensees or other designees (including, without limitation, product liability claims and patent infringement claims ) other than claims of infringement of Symyx patents licensed to Bayer under this Agreement), (ii) Bayer's performance of the Research Program, and (iii) any breach by Bayer of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Symyx.