By BP. Subject to the provisions of Section 7.4, BP hereby agrees to defend, indemnify and hold harmless the Licensee Indemnitees from and against any losses, damages liabilities, expenses and costs, including reasonable attorneys’ fees and legal expenses (“Losses”) incurred by any of the Licensee Indemnitees as a result of any claim, demand, action or other proceeding by any Third Party (“Claim”) arising from or related to (a) any material breach of the representations, warranties, covenants or agreements of BP under this Agreement; and (b) any negligence or intentional misconduct by BP, its Affiliates or their respective employees, agents or representatives in performing its covenants, agreements or obligations under this Agreement. The foregoing indemnification, defense and hold harmless obligation will not apply to the Licensee Indemnitees, respectively, in the event and to the extent that a court of competent jurisdiction determines that such Claims arose as a result of any Licensee Indemnitee’s respective negligence, intentional misconduct or breach of this Agreement, but only up to and to the extent of the respective Licensee Indemnitee’s proportional share of fault or responsibility.
By BP. Subject to the provisions of Section 8.4, BP hereby agrees to defend, indemnify and hold harmless the Verenium Indemnitees from and against any losses, damages liabilities, expenses and costs, including reasonable attorneys’ fees and legal expenses (“Losses”) incurred by any of the Verenium Indemnitees as a result of any claim, demand, action or other proceeding by any Third Party (“Claim”) arising from or related to (a) any material breach of the representations, warranties, covenants or agreements of BP under this Agreement; (b) the exploitation by BP, its Affiliates and Sublicensees of the Verenium Intellectual Property; and (c) any negligence or intentional misconduct by BP, its Affiliates or their respective employees, agents or representatives in performing its covenants, agreements or obligations under this Agreement. The foregoing indemnification, defense and hold harmless obligation will not apply to the Verenium Indemnitees, respectively, in the event and to the extent that a court of competent jurisdiction determines that such Claims arose as a result of any Verenium Indemnitee’s respective negligence, intentional misconduct or breach of this Agreement, but only up to and to the extent of the respective Verenium Indemnitee’s proportional share of fault or responsibility.
By BP. Subject to the terms and conditions of this Agreement, BP hereby grants to Verenium and its Affiliates, during the JDP Term, a non-exclusive, worldwide, royalty-free license, without the right to sublicense, under the BP Background Technology solely to perform Verenium’s obligations under the JDP Plan.
By BP. BP hereby agrees to defend, indemnify and hold harmless the Verenium Indemnitees from and against any Losses incurred by the Verenium Indemnitees as a result of any Claim arising from or related to (a) any material breach of the representations, warranties or other obligations of BP under this Agreement; and (b) any negligence or intentional misconduct by BP
