Indemnification by BMS. Subject to Section 13.4, BMS hereby agrees to indemnify, defend and hold harmless PDL and its directors, employees and agents from and against any and all Losses to the extent such Losses result from the manufacture, use, handling, storage, sale or other disposition of Products (other than Products in the U.S. for which Co-Development has been not been * Certain information on this page has been omitted and filed separately with the SEC. confidential treatment has been requested with respect to the omitted portions. terminated pursuant to Section 3.6(b) or Section 11.3(b)) by a Party or its Affiliates, agents or sublicensees, except to the extent such Losses result from any: (a) breach of warranty by PDL contained in the Agreement; (b) breach of the Agreement or applicable law by PDL; (c) negligence or willful misconduct by PDL, its Affiliates or (sub)licensees, or their respective directors, employees and agents in the performance of the Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by PDL to a Third Party (including misappropriation of trade secrets).
Appears in 3 contracts
Sources: Collaboration Agreement (Facet Biotech Corp), Collaboration Agreement (PDL Biopharma, Inc.), Collaboration Agreement (Facet Biotech Corp)