Common use of By Licensee Clause in Contracts

By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ****; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ****; provided, however, that Licensee shall not be liable for claims based * ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED ****; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing LicensesReGenX Licensors, and their respective shareholders, members, partnersofficers, officersdirectors, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: (i) [***]; (ii) [***]; and (iii) [***]; provided, however, that Licensee shall not be liable for claims to the extent based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…] *** Confidential Treatment Requested *** […***…]; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, licensors of the licensors under the Existing LicensesLicensed Patents, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result results from or arise arises out of: ****; provided, however, that Licensee shall not be liable for claims based on the gross negligence or intentional ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

By Licensee. Licensee shall defend, indemnify, indemnify and hold harmless LicensorPulmokine, its Gilead and their Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partnersdirectors, officers, trustees, faculty, students, contractors, agents, successors, assignees and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified PartiesPulmokine Indemnitees”) from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses, including reasonable attorneys’ fees (collectively, “Damages”) to the extent arising from any claim, action or proceeding made or brought against Pulmokine Indemnitees by a Third Party liabilityin connection with (a) the gross negligence, lossrecklessness or intentional wrongful acts or omissions of Licensee or its Affiliates or Sublicensees and its and their respective employees, damageofficers, actionindependent contractors, claimconsultants or agents, fee, cost, in connection with the performance by or expense on behalf of Licensee of Licensee’s obligations or exercise of its rights under this Agreement; (including attorneys’ feesb) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ****; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor Licensee of any representation, warranty, covenant or obligation of Licensee set forth in this Agreement; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale or use of the representationsLicensed Products or any other use of the Licensed Technology by Licensee or its Affiliates or Sublicensees; or (d) any actual or alleged death, warrantiespersonal bodily injury or damages to real or tangible personal property claimed to result, directly or obligations indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf of Licensee, its Affiliates or Sublicensees; except in any such case to the extent such Damages are reasonably attributable to any negligence, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or breach of this Agreement by Pulmokine or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:a Pulmokine Indemnitee.

By Licensee. Licensee shall defend, indemnify, indemnify and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partnersdirectors, officers, trustees, faculty, students, contractors, agents, employees and employees agents (individually, a “Licensor Indemnified Party” and, individually and collectively, the “Licensor Indemnified PartiesIndemnitee(s)”) from and against all losses, liabilities, damages and expenses (including legal expenses and reasonable attorneys’ fees and costs) incurred in connection with any and all claims, demands, actions or other proceedings by any Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, individually and collectively, the “Third Party LiabilitiesLosses”) suffered to the extent arising from (a) the research, Development, analysis, assay, Manufacturing, Commercialization, use, offering for sale, sale, importation or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ****; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor otherwise exploitation of the representationsLicensed Technology, warrantiesLicensed Compounds and/or Licensed Products, or obligations of this Agreement or (b) the gross negligence or intentional willful misconduct of Licensee or any of its Affiliates, Related Licensee Parties or sublicensees, (c) Licensee’s breach of any of its obligations, representations, warranties or covenants set forth in this Agreement, (d) Licensor holding any Regulatory Approval for any Licensed Product for Licensee’s benefit in accordance with Section 6.01, or (e) failure of any Licensee indemnitee to comply with any Applicable Laws in the performance of any obligations under this Agreement, in each case of clauses (a) through (e) above except to the extent such Losses arise from, are based on, or result from any activity or occurrence for which Licensor Indemnified Partiesis obligated to indemnify the Licensee Indemnitees under Section 12.02. Without limiting Notwithstanding the foregoing, in no event will Licensee must defend, indemnify, indemnify and hold harmless any Licensor Indemnitee(s) for any Losses arising from Licensor’s ownership of the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:Common Stock.

By Licensee. Licensee shall agrees to defend, indemnify, indemnify and hold harmless LicensorXXXX, its Affiliates, sublicensees, the licensors under the Existing Licensesaffiliates, and its and their respective shareholdersstockholders, members, partnersdirectors, officers, trustees, faculty, students, contractors, agentsemployees, and employees (individuallyassignees and shall pay all finally adjudicated losses, a “Licensor Indemnified Party” anddamages, collectivelyfees, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, expenses or expense costs (including attorneys’ reasonable attorney's fees) (individuallyindividually a "Loss" or collectively "Losses") as and when such Losses are suffered, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered arising out of or incurred by the Licensor Indemnified Parties from relating to third party claims of such Third Parties that result from or arise demands arising out of: ****(i) any material breach of a representation or warranty of Licensee in this Agreement; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor or (ii) Licensee's use of the representationsSoftware (including use in combination with other software, warranties, hardware or obligations of this Agreement or equipment (the gross negligence or intentional misconduct "Combination") where such Combination is a basis for the claim) where the Software itself is not the basis for the claim. XXXX shall promptly notify Licensee of any third party claim, demand, suit or proceeding, and Licensee will defend and continue the defense of the Licensor Indemnified Partiesthird party claim, demand, suit or proceeding at Licensee's expense. Without limiting XXXX agrees to provide reasonable cooperation to Licensee at Licensee's expense, in the foregoingdefense or settlement of any third party claim, demand, suit or proceeding. If Licensee must defendfails to undertake and continue such defense, indemnifyXXXX shall have the right (but not the obligation) to make and continue such defense as it considers appropriate, and hold harmless the Licensor Indemnified Parties reasonable expenses and costs thereof, including but not limited to attorneys' fees, out-of-pocket costs and the costs of an appeal and bond thereof, together with the amounts of any judgment rendered against XXXX shall be paid by Licensee upon demand, provided the claim is indemnifiable by Licensee as provided herein. Nothing herein shall prevent XXXX from and against defending, if it so desires in its own discretion, any Third Party Liabilities resulting from:third party claim, demand, suit or proceeding at its own expense through its own counsel, notwithstanding that the defense thereof may have been undertaken by Licensee.

By Licensee. Licensee LICENSEE agrees to hold GTG harmless from any claims by third parties arising from the manufacture, use, sale, importation, or other disposition of LICENSED PRODUCTS by LICENSEE. LICENSEE shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licensesharmless, and their respective shareholdersdefend GTG, membersand GTG's SUBSIDIARIES, partnersaffiliates, officers, trusteesdirectors, facultyrepresentatives, studentsemployees, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and or agents against any and all Third Party liabilityclaims, loss, damage, causes of action, claimdemands, feejudgments, costsettlements, expenses, or expense losses including, but not limited to, reasonable attorneys' fees and court costs arising out of or in connection with: (including attorneys’ feesi) the design, development, manufacture, use, sale, packaging, distribution, or shipment of LICENSED PRODUCTS; (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”ii) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ****; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor LICENSEE or LICENSEE's SUBSIDIARIES of any representation, warranty, or covenant hereunder, or (iii) the failure of LICENSEE or LICENSEE's SUBSIDIARIES to perform any covenants or obligations contained in this AGREEMENT. 10.5.2 BY GTG: GTG shall indemnify, hold harmless, and defend LICENSEE, and LICENSEE's SUBSIDIARIES, affiliates, officers, directors, representatives, employees, or agents against any and all claims, causes of action, demands, judgments, settlements, expenses, or losses including, but not limited to, reasonable attorneys' fees and court costs arising out of or in connection with: (i) any breach by GTG of any representation, warranty, or covenant hereunder, or (ii) the failure of GTG to perform any covenants or obligations contained in this AGREEMENT. 10.5.3 The indemnifying party's indemnification obligations under this Section 10.5 are conditioned upon the indemnified party (i) giving prompt notice of the representations, warranties, or obligations of this Agreement or claim to the gross negligence or intentional misconduct of any indemnifying party; (ii) granting sole control of the Licensor Indemnified Partiesdefense or settlement of the claim or action to the indemnifying party; and (iii) providing reasonable cooperation to the indemnifying party and, at the indemnifying party's request and expense, assistance in the defense or settlement of the claim. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:10.6

By Licensee. Licensee shall defend, indemnify, indemnify and hold harmless LicensorLicensor and its Affiliates and its and their successors, its Affiliates, sublicensees, the licensors under the Existing Licenseslegal representatives or assigns, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, employees and employees representatives (individuallycollectively, a “Licensor Indemnified Party” andIndemnitees”), collectively, the “Licensor Indemnified Parties”) from and against all damages, liabilities, losses, costs and expenses of any and all Third Party liabilityevery nature or kind whatsoever, loss, damage, action, claim, fee, cost, or expense (including reasonable attorneys’ feesfees and disbursements and all amounts paid in investigation, defense or settlement of the foregoing) (individually, a “Third Party Liability” and, collectively, the “Third Party LiabilitiesDamages”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ****; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified PartiesIndemnitees may incur as a result of third-party actions, proceedings or claims to the extent arising out of or in consequence of: (a) the formulation, manufacture, production, packaging, transportation, storage, performance, marketing, TIMKENSTEEL CORPORATION HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. Without limiting TIMKENSTEEL CORPORATION HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. merchandising, promotion, advertisement, distribution or sale of any product, material or service by or on behalf of Licensee, its Affiliates or its sublicensees that bear, use or are associated with the foregoingLicensed Marks, including, without limitation under any theory of product liability, tort or otherwise, in each instance except to the extent the Damages are attributable to a breach of this Agreement by any Licensor Indemnitee; (b) any breach of this Agreement by Licensee; (c) use of the Licensed Marks by Licensee must defendor its Affiliates or their employees, indemnifyagents, or sublicensees in a manner which infringes upon the rights of third parties; and hold harmless the Licensor Indemnified Parties from and against (d) any Third Party Liabilities resulting from:failure by Licensee or its Affiliates or their employees, agents, or sublicensees to comply with applicable law in connection with this Agreement.

By Licensee. Licensee shall defend, indemnify, indemnify and hold harmless LicensorVerastem, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partnersdirectors, officers, trustees, faculty, students, contractors, agents, employees and employees agents (individually, a “Licensor Indemnified Party” and, individually and collectively, the “Licensor Indemnified PartiesVerastem Indemnitee(s)”) from and against any all losses, liabilities, damages and all Third Party liability, loss, damage, action, claim, fee, cost, or expense expenses (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ****; provided, however, that Licensee shall not be liable for claims based ****CERTAIN INFORMATION THIS EXHIBIT HAS BEEN OMITTED REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE COMMISSIONSEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED on reasonable attorneys’ fees and costs) incurred in connection with any breach claims, demands, actions or other proceedings by Licensor any Third Party (individually and collectively, “Losses”) to the extent arising from (a) the Exploitation of the representationsLicensed Compound or Licensed Products by or on behalf of Licensee or any of its Affiliates, warrantiesSublicensees or Subcontractors, or including product liability claims (other than product liability claims resulting from Verastem’s breach of its obligations of this Agreement or under the Supply Agreement), (b) the gross negligence or intentional willful misconduct of Licensee or its Affiliates, Sublicensees or Subcontractors, (c) Licensee’s breach of any of its representations or warranties made in or pursuant to this Agreement or any Licensee covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) failure of Licensee or its Affiliates, Sublicensees or Subcontractors to abide by any Applicable Laws, in each case of clauses (a) through (d) above, except to the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against extent such Losses arise out of a Verastem Indemnitee’s gross negligence or willful misconduct or material failure to abide by any Third Party Liabilities resulting from:Applicable Laws.

By Licensee. Licensee shall defend, indemnify, indemnify and forever hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, Universal Entities and each of their respective officers, directors, shareholders, members, partners, officers, trustees, faculty, students, contractorsemployees, agents, representatives, assigns and employees successors-in-interest (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified "Related Parties”") from and against any and all Third Party liabilityclaims, lossliabilities, damagepenalties, losses, costs, damages, demands, actions, causes of action, claimsuits, feeproceedings, costjudgments and expenses including, or expense (including without limitation, amounts paid in settlement, attorneys’ ' fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise court costs and other legal expenses arising out of, connected with, and/or relating to: ****(a) the Licensed Article(s), Advertising and Promotion and/or the Licensee Materials; (b) any act or omission of Licensee, its parents, subsidiaries, Manufacturers, contractors, designers, distributors and/or vendors and any representatives, employees, affiliates and/or agents of CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION any of the foregoing relating to such entities' use or misuse of the Licensed Property, Universal Property, Universal Materials and/or Universal Name and Logo; (c) arising out of Licensee's unauthorized or unlicensed use of third party materials and/or third party intellectual property rights in conjunction with the Licensed Article(s) and/or the Advertising and Promotion; and (d) the breach or alleged breach of any of Licensee's representations, warranties and agreements set forth herein. Licensee shall have the option to conduct or control the litigation and/or settlement of any such action or proceeding with counsel of its own selection; provided, however, that that: (a) at its discretion, Universal shall have the right to be represented by counsel of its own selection in any such action or proceeding, and Licensee shall be responsible for all reasonable fees and costs associated therewith; and (b) no crucial decision(s) which would effect Universal's rights or settlement(s) may be made with respect to any such action or proceeding without Universal's prior knowledge and consent (which shall not be liable for claims based ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSIONunreasonably withheld). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSAny amount which Licensee may be obligated to pay the Universal Entities and Related Parties pursuant to this Paragraph shall be paid by Licensee upon demand, with interest at the prime rate from the date incurred. CONFIDENTIAL TREATMENT REQUESTED on any breach by Licensor of the representations, warranties, or obligations The provisions of this Agreement or the gross negligence or intentional misconduct Paragraph shall survive termination of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:this Agreement.