§12.1 Sublicensee Indemnity
The Sublicensee will indemnify, defend and hold harmless BMS, MPP and their respective Affiliates, and their respective officers, directors, employees, agents, licensors and their respective successors, heirs and assigns and representatives, from and against any and all claims, threatened claims, damages, losses, suits, proceedings, liabilities, costs (including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) or judgments, whether for money or equitable relief, of any kind (Losses and Claims) arising out of or relating, directly or indirectly:
(a) any breach by the Sublicensee of any of the provisions of this Sublicense Agreement;
(b) any negligence or willful misconduct by or on behalf of the Sublicensee;
(c) the Sublicensee’s (or its Affiliates) use and practice otherwise of the Licensed Patent Rights and Licensed Manufacturing Know-How, including claims and threatened claims based on: (i) product liability, bodily injury, risk of bodily injury, death or property damage; (ii) infringement or misappropriation of Third Party patents, copyrights, trademarks or other intellectual property rights; or (iii) the failure to comply with applicable laws related to the matters referred to in the foregoing with respect to the Licensed Compound and/or any Licensed Product except in any such case for Losses and Claims to the extent resulting from the gross negligence, recklessness or willful misconduct of BMS or MPP.