Common use of Direct Indemnity Clause in Contracts

Direct Indemnity. 15.1.1. Each Party shall indemnify and hold harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, the "Liabilities") arising out of the breach of any material provision of this Agreement by the indemnifying Party, except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party. 15.1.2. PMC shall indemnify and hold harmless, and hereby forever releases and discharges CORIXA from and against all Liabilities suffered or incurred arising out of any Third-Party claims for personal injury, death or disability or any product recall to the extent caused by (a) any failure to test for or provide adequate warnings of adverse side effects to the extent such failure arises out of acts or omissions in connection with the preclinical or clinical testing of any Product, (b) any manufacturing defect in any Product, or (c) any other act or omission (without regard to culpable conduct) of PMC in connection with its activities thereof contemplated by this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by CORIXA.