Common use of Indemnification by BI Clause in Contracts

Indemnification by BI. BI shall indemnify, defend, and hold harmless PALATIN and its Affiliates, and its respective officers, directors, employees, licensors, and their respective successors, heirs and assigns and representatives (the “PALATIN Indemnitees”), from and against any and all Damages resulting from Third Party (including BI employees) claims or actions, to the extent arising out of or relating to, directly or indirectly: (i) the negligence, recklessness or wrongful intentional acts or omissions of BI or its Affiliates, and its or their respective directors, officers and employees, in connection with BI’s performance of its obligations or exercise of its rights under this Agreement, (ii) any breach by BI of any obligation, representation, warranty or covenant in this Agreement, or (iii) the failure to comply with Applicable Laws by BI or any of its Affiliates, in each case (i), (ii) and (iii), except in any such case for Damages to the extent reasonably attributable to any PALATIN Indemnitee with respect to any matter for which PA▇▇▇▇▇ ▇s liable to indemnify BI pursuant to Section 17.1 (“Indemnification by PALATIN”).

Indemnification by BI. BI shall indemnify, defend, and hold harmless PALATIN CUE and its Affiliates, and its respective officers, directors, employees, licensors, and their respective successors, heirs and assigns and representatives (the “PALATIN CUE Indemnitees”), from and against any and all Damages resulting from Third Party (including BI employees) claims or actions, to the extent arising out of or relating to, directly or indirectly: (i) the negligence, recklessness or wrongful intentional acts or omissions of BI or its Affiliates, subcontractors, Sublicensees and its or their respective directors, officers and employees, employees in connection with BI’s performance of its obligations or exercise of its rights under this Agreement, (ii) any breach by BI of any obligation, representation, warranty or covenant in this Agreement, or (iii) the failure to comply with Applicable Laws by BI or any of its AffiliatesAffiliates or Sublicensees, or (iv) the Development, Commercialization or other Exploitation of any Compound, Product, or component thereof by or on behalf of BI or its Affiliates or Sublicensees, including product liability claims, in each case (i), (ii) (iii) and (iiiiv), except in any such case for Damages to the extent reasonably attributable to any PALATIN CUE Indemnitee with respect to any matter for which PA▇▇▇▇▇ ▇s CUE is liable to indemnify BI pursuant to Section 17.1 18.1 (“Indemnification by PALATINCUE”).