Common use of Indemnification by Ipsen Clause in Contracts

Indemnification by Ipsen. Ipsen shall indemnify, defend and hold harmless Lexicon and its Affiliates, and its and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses, including the reasonable fees of attorneys and other professional Third Parties (collectively, “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Ipsen or its Affiliates and its or their respective directors, officers, employees and agents, in connection with ▇▇▇▇▇’▇ performance of its obligations or exercise of its rights under this Agreement; (b) any breach of any representation, warranty or covenant made by Ipsen under this Agreement; (c) any act or omission by Ipsen that results in a breach of any of Lexicon’s agreements with Lexicon Third Party licensors; or (d) the research, development, manufacture or commercialization (including marketing and sale) by or for Ipsen, its Affiliates or sublicensees of the Compound or any Licensed Product, in each case for the Licensed Territory, including (i) any product liability, personal injury, property damage or other damage, and (ii) infringement of any patent or other intellectual property right of any Third Party (subject to the rights of Ipsen under Section 8.4(f) and excluding any such infringement Losses arising from a breach by Lexicon of its representations and warranties set forth in Section 11.2), in each case resulting from any of the foregoing activities described in this Section 14.1.