Provision Language
9.Indemnification
9.1 Collaboration Compounds and Products. Subject to compliance with Section 9.2, Bayer shall indemnify, defend and hold harmless SentiSearch and its agents and employees, from and against any and all losses, liabilities, damages, costs, fees and expenses, including reasonable legal costs and attorneys’ fees (“Losses“) resulting from a Third Party claim, suit or action concerning and to the extent attributable to a Collaboration Compound or a Product, but excluding any Losses resulting from the gross negligence or intentionally wrongful act or omission of SentiSearch or its Collaborators or any of their employees or agents.
9.2 Indemnity Procedure. In the event a Party is seeking indemnification under Section 9.1, the Party seeking indemnification shall inform Bayer in writing of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit Bayer to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and, at the expense of Bayer, shall cooperate as reasonably requested in the defense of the claim. Each indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by Bayer if representation of the indemnified Party by the counsel retained by Bayer would be inappropriate due to actual or potential differing interests among the Parties. Bayer may not settle such action or claim, or otherwise consent to an adverse judgment in such action or claim, that diminishes the rights or interests of an indemnified Party without the express written consent of such indemnified Party
13. Miscellaneous
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13.3 Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE 13, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT. For clarification, the foregoing sentence shall not be interpreted to limit or to expand the express rights specifically granted in the sections of this Agreement, including without limitation Article 8.