Common use of MILLENNIUM Clause in Contracts

MILLENNIUM. Millennium shall indemnify, defend and hold harmless Sunesis and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) resulting from any claims, demands, actions or other proceedings by any Third Party to the extent resulting from: (i) the manufacture, use, sale, handling or storage of Licensed Products by Millennium or its Affiliates or Sublicensees or other designees (except with respect to claims of infringement or violation of intellectual property rights, which shall be governed solely by clause (iv)); (ii) the breach by Millennium of the representations and warranties made in this Agreement; (iii) [ * ] Millennium or any of its agents or employees or failure of Millennium or any of its agents or employees to comply with applicable laws and regulations; or (iv) a claim that the use, manufacture, sale or importation of a Licensed Product infringes or violates the intellectual property rights of a Third Party (other than if such infringement or violation results solely from the practice of any Sunesis Licensed Technology (excluding any Joint Sunesis-Biogen Idec Collaboration Patents and Joint Sunesis-Biogen Idec Collaboration Know-How) and Sunesis Core Technology in accordance with this Agreement); except, in each of cases (i)–(iv), to the extent such Liabilities result from a material breach of this Agreement by Sunesis, [ * ] Sunesis or any of its agents or employees (including sales representatives involved in co-promoting any Co-Promoted Licensed Product) or failure of Sunesis or any of its employees or agents to comply with applicable laws or regulations.