Common use of Indemnification by BMS Clause in Contracts

Indemnification by BMS. Subject to Section 12.4, BMS hereby agrees to indemnify, defend and hold harmless Exelixis and its directors, agents and employees from and against any and all suits, claims, actions, demands, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys' fees ("Losses") resulting directly or indirectly from the manufacture, use, handling, storage, sale or other disposition of BMS Selected Targets, Collaboration Compounds or BMS Products by BMS or its Affiliates, agents or sublicensees except to the extent such Losses result from (a) a breach of warranty by Exelixis contained in this Agreement; (b) breach of this Agreement or applicable law by Exelixis; (c) negligence or willful misconduct by Exelixis, its Affiliates or (sub)licensees, or their respective employees, contractors or agents in the performance of this Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by Exelixis to a Third Party (including without limitation misappropriation of trade secrets).

Indemnification by BMS. Subject to Section 12.412.3, BMS hereby agrees to indemnify, defend and hold harmless Exelixis and its directors, employees and agents and employees from and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. against any and all suits, claims, actions, demands, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys' fees ("Losses") resulting directly Losses to the extent such Losses result from [ * ] or indirectly from the manufacture, use, handling, storage, sale or other disposition of BMS Selected Targets, Collaboration Compounds or BMS Products [ * ] by BMS or its Affiliates, agents or sublicensees sublicensees, except to the extent such Losses result from any: (a) a breach of warranty by Exelixis contained in this the Agreement; (b) breach of this the Agreement or applicable law by Exelixis; (c) negligence or willful misconduct by Exelixis, its Affiliates or (sub)licensees, or their respective employeesdirectors, contractors or employees and agents in the performance of this the Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by Exelixis to a Third Party (including without limitation misappropriation of trade secrets).