Common use of Symyx Clause in Contracts

Symyx. Symyx agrees to indemnify, defend and hold Bayer, its Affiliates and Sublicensees and their respective directors, officers, employees, agents and their respective heirs and assigns (the "Bayer Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with third party claims, suits, actions, demands or judgments, including without limitation personal injury and product liability matters, suits, actions, demands relating to (i) any product developed, manufactured, used, sold or otherwise distributed by or on behalf of Symyx, its Affiliates, licensees or other designees (other than Bayer, its Affiliates and Sublicensees) pursuant to Section 5.1.3 herein (including, without limitation, product liability and patent infringement claims), and (ii) any breach by Symyx of its representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Bayer.

Symyx. Symyx agrees to indemnify, defend and hold BayerCelanese, its Affiliates and Sublicensees and their respective directors, officers, employees, agents and their respective heirs and assigns (the "Bayer Celanese Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with third party claims, suits, actions, demands or judgments, including without limitation personal injury and product liability matters, suits, actions, demands relating to (i) any product Product developed, manufactured, used, sold or otherwise distributed by or on behalf of Symyx, its Affiliates, licensees (other than by Celanese or its Affiliates, Sublicensees or other designees) or other designees (other than Bayer, its Affiliates and Sublicensees) pursuant to Section 5.1.3 herein (including, without limitation, product liability and patent infringement claims), and (ii) any breach by Symyx of its representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Celanese, or the gross negligence or intentional misconduct of BayerCelanese.