Common use of Indemnification by Constellation Clause in Contracts

Indemnification by Constellation. Constellation hereby agrees to indemnify, defend (if requested by Licensee) and hold harmless each of Licensee and its officers, directors, employees and agents (for purposes of Section 13.1, each, a “Licensee Indemnitee”) from and against Losses resulting directly from Claims to the extent attributable to (i) Constellation’s breach of its representations or warranties under this Agreement, (ii) activities performed by Constellation under this Agreement or (iii) the discovery, development, manufacture, use, handling, storage, sale or other disposition by Constellation or its Affiliates, sublicensees or distributors after the Research Term of Collaboration Compounds or Licensed Products, or other compounds that meet the Compound Criteria, directed to Constellation Draft Pick Targets, and related Companion Diagnostics (including any claims for product liability). Constellation’s obligations under this Section 13.1(c) shall not apply to the extent that any such Losses are attributable to (A) Licensee’s breach of its representations or warranties under this Agreement or (B) the negligence or willful misconduct of any Licensee Indemnitee.