By KMC. KMC agrees to indemnify, defend and hold harmless LipoScience and its officers, directors, employees, customers, distributors and agents (the “LipoScience Indemnified Parties”) from and against any and all Damages incurred by the LipoScience Indemnified Parties in connection with any and all Claims arising out of or in any way connected with or the production services provided by KMC hereunder, provided the same results from the negligence, negligent omission or willful misconduct of KMC, or the breach of this Agreement by KMC. In the event any Claim is asserted or filed against any LipoScience Indemnitee for which KMC may be required to indemnify LipoScience under this provision, LipoScience shall give KMC prompt written notice of same and shall cooperate with KMC, upon KMC’s reasonable request and at KMC’s cost and expense, in the defense of any such claim. KMC shall have the sole right to defend and/or settle such a claim, including selecting counsel of its choice, reasonably acceptable to LipoScience, provided that LipoScience shall not be bound by any settlement or compromise of any Claim without its prior written consent.
By KMC. KMC agrees to indemnify, defend and hold harmless TherOx and its officers, directors, employees, and agents (the “TherOx Indemnitees”) from and against any and all Damages claimed by or payable to third parties, attributable to injury to persons or damage to property arising out of or in any way connected with the Instrument or the services provided by KMC hereunder, provided the same result solely and directly from the negligence or willful misconduct of KMC. In the event any claim is asserted or any suit is filed against an TherOx Indemnitee for which KMC may be required to indemnify TherOx under this provision, TherOx shall give KMC prompt written notice of same and shall cooperate with KMC, at KMC’s reasonable request and KMC’s cost and expense, in the defense of any such claim. KMC shall have the sole right to defend and/or settle such a claim, including selecting counsel of its choice.
By KMC. KMC agrees to indemnify and hold NX, its affiliated entities, and their respective officers, directors, employees and agents (collectively "NX INDEMNITEES"), harmless from and against all claims, losses, damages (excluding incidental or consequential damages suffered or incurred by the NX Indemnitees directly [as opposed to incidental or consequential damages suffered or incurred by third parties who are, in turn, seeking the same from an NX Indemnitee, which shall be covered by this indemnity]) liability and expenses (including, without limitation, attorneys' fees and expenses) paid or payable by an NX Indemnitee to a third party that relates to or arises in connection with a claim, suit or proceeding made or brought by a third party against the NX Indemnitee on account of (a) any injury to persons or damage to property arising out of or in any way connected with the Instrument or the services provided by KMC hereunder, provided the same results solely and directly from the negligence or willful misconduct of KMC; or (b) non-compliance by KMC with applicable FDA and ISO requirements. In the event any claim is asserted or any suit is filed against an NX Indemnitee for which KMC may be required to indemnify NX under this provision, NX shall give KMC prompt written notice of same and shall cooperate with KMC, at KMC's cost and expense, in the defense of any such claim. KMC shall have the sole right to defend and/or settle such a claim, including selecting counsel of its choice.
