Common use of BMS Clause in Contracts

BMS. BMS agrees to indemnify, defend and hold Pharmacopeia and its --- Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the "Pharmacopeia 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, relating to (i) any Products developed, manufactured, used, sold or otherwise distributed by or on behalf of BMS, its Affiliates or Sublicensees or other designees (including, without limitation, product liability and patent infringement claims), (ii) BMS' performance of the Research Collaboration, (iii) the use of the Targets which are involved in the conduct of the Research Collaboration and the making or use of ligands to such Targets; and (iv) any breach by BMS of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Pharmacopeia, gross negligence or intentional misconduct of Pharmacopeia.