Common use of By BMS Clause in Contracts

By BMS. BMS shall indemnify and hold ICAgen, its Affiliates and its Sublicensees, if any, and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) negligence, recklessness or wrongful intentional acts or omissions of BMS, its Affiliates or its Sublicensees, if any, and their respective directors, officers, employees and agents, in connection with the work performed by BMS under the Research Program; (ii) any warranty claims, Product recalls or any tort claims of personal injury (including death) or property damage relating to or arising out of the manufacture, use, distribution or sale of any Collaboration Compound or Product by BMS, its Affiliates or its Sublicensees due to any negligence, recklessness or wrongful intentional acts or omissions by, or strict liability of, BMS, its Affiliates or its Sublicensees, if any, and their respective directors, officers, employees and agents, except, in each case, to the comparative extent such claim arose out of or resulted from the negligence, recklessness or wrongful intentional acts or omissions of ICAgen, its Affiliates or its Sublicensees, if any, and their respective directors, officers, employees and agents; or (iii) any breach of any representation or warranty made by BMS pursuant to Section 2.1.