Common use of Indemnification by BMS Clause in Contracts

Indemnification by BMS. Subject to Section 12.3, BMS hereby agrees to indemnify, defend and hold harmless Exelixis and its directors, employees and agents from and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. against any and all Losses to the extent such Losses result from [ * ] or [ * ] by BMS or its Affiliates, agents or sublicensees, except to the extent such Losses result from any: (a) breach of warranty by Exelixis contained in the Agreement; (b) breach of the Agreement or applicable law by Exelixis; (c) negligence or willful misconduct by Exelixis, 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 Exelixis to a Third Party (including misappropriation of trade secrets).

Indemnification by BMS. Subject to Section 12.312.4, BMS hereby agrees to indemnify, defend and hold harmless Exelixis and its directors, agents and employees and agents from and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. against any and all Losses to suits, claims, actions, demands, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys' fees ("Losses") resulting directly or indirectly from the extent such Losses result from [ * ] manufacture, use, handling, storage, sale or [ * ] other disposition of BMS Selected Targets, Collaboration Compounds or BMS Products by BMS or its Affiliates, agents or sublicensees, sublicensees except to the extent such Losses result from any: (a) a breach of warranty by Exelixis contained in the this Agreement; (b) breach of the this Agreement or applicable law by Exelixis; (c) negligence or willful misconduct by Exelixis, its Affiliates or (sub)licensees, or their respective directorsemployees, employees and contractors or agents in the performance of the this Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by Exelixis to a Third Party (including without limitation misappropriation of trade secrets).