Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor will, at its sole expense, defend, indemnify, and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Exploitation of any Compound or Product by or on behalf of Licensor or its Affiliates or its or their subcontractors (for clarity, other than Licensee, its Affiliates or Sublicensees), (b) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (c) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor will, at its sole expense, defend, indemnify, shall indemnify and hold harmless Licensee and its Affiliates and their respective representatives (with respect to a party, its officers, directors, shareholders or equity owners, employeesemployees and other representatives and its parents, subsidiaries and agents affiliates and their officers, directors, equity owners, employees and other representatives (collectively, the “Licensee Indemnitees“ Representatives”)) from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and expenses, including reasonable attorneys’ fees counsel fees, arising from or in connection with the breach by Licensor of any of its representations or warranties or any material provisions of this Agreement and expensesclaims that any of the Included Programs, under U.S. law, infringe upon the trade name, trademark, copyright, music synchronization, literary or dramatic right or right of privacy of any claimant (not including public performance/making available, mechanical/reproduction/copying and other rights which are covered under Section 11 of this Schedule) and recoveries (collectivelyor constitutes a libel or slander of such claimant; provided that Licensee shall promptly notify Licensor of any such claim or litigation of which it becomes aware. Notwithstanding the foregoing, “Claims”) the failure to provide such prompt notice shall diminish Licensor’s indemnification obligations only to the extent that such Claims arise out of, are based on, or result from (a) the Exploitation of any Compound or Product by or on behalf of Licensor or its Affiliates or its or their subcontractors (for clarity, other than Licensee, its Affiliates or Sublicensees), (b) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (c) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is actually prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation . In addition, Licensor shall not be required to indemnify Licensor pursuant Licensee or its Representatives for any claims resulting from Licensee exhibiting an Included Programs or using Advertising Materials in a form other than as delivered by Licensor, or due to Section 11.2Licensee’s editing or modification of any Included Programs or Advertising Materials, as or due to which Claims each Party will indemnify Licensee’s authorization of a third party to do any of the other to the extent of its respective liability for such Claimsforegoing.

Indemnification by Licensor. Licensor will, at its sole expense, shall defend, indemnify, and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedingslosses, damages, losses, liabilities, taxes, costs, costs and expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Losses”) in connection with any and all claims, demands, suits, or proceedings of Third Parties (excluding Licensee’s Designated Parties) (collectively, “Third Party Claims”) to the extent that such Third Party Claims arise out of, are based on, or result from (a) the Exploitation Development, manufacture or Commercialization of any Compound or Product the Products by or on behalf of Licensor or its Affiliates Affiliate or its or their subcontractors licensees (for clarity, other than Licensee, its Affiliates or SublicenseesAffiliates, and Designated Parties), including Product Liabilities claims, in each case occurring outside of the Territory; (b) the breach of any of Licensor’s obligations under this AgreementAgreement or the Exclusive Trademark License, including Licensor’s representations and warrantieswarranties set forth herein or therein, covenants and agreements, or (c) the use of the Licensed Marks by Licensee or Designated Parties in accordance with the terms of this Agreement and the Exclusive Trademark License infringes a Third Party’s trademark or other proprietary rights in the Territory, or (d) the willful misconduct misconduct, gross negligence or gross negligent acts violations of Applicable Laws of Licensor, its Affiliates, its licensees (other than Licensee, its Affiliates, and Designated Parties), or the officers, directors, employees, or agents of Licensor or its Affiliates, its licensees (other than Licensee, its Affiliates, and Designated Parties). The foregoing indemnity obligation will shall not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims any Third Party Claim arises from, is prejudiced by such failure; based on, or (ii) to Claims results from any activity or occurrence for which Licensee has an obligation is obligated to indemnify the Licensor pursuant to Section Indemnitees under Article 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor will, at its sole expense, defend, indemnify, and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Exploitation Development of CX-01 or any Compound or Product by or on behalf of Licensor or its Affiliates or its or their subcontractors sublicensees (for clarity, other than Licensee, Licensee and its Affiliates or SublicenseesAffiliates), (b) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (c) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failurefailure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliates, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Indemnification by Licensor. Licensor will, at its sole expense, hereby agrees to defend, indemnify, and hold harmless Licensee and its Affiliates and each of their respective officers, directors, shareholders or ownersofficers, employees, agents, and agents representatives (the each, a “Licensee IndemniteesIndemnitee”) from and against any and all Third Party claimsClaims and all Losses to which any Licensee Indemnitee may incur, suitssuffer, proceedingsor be required to pay, damagesor may become subject as a result of, lossesor arising in connection with, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) any Claim to the extent that such Claims arise out of, are based on, or result from from: (a) the breach by Licensor of any warranty, representation, covenant, or agreement made by Licensor in this Agreement; (b) the fraud, negligence, or willful misconduct of Licensor or its Affiliates, or any officer, director, employee, agent or representative thereof; (c) the Exploitation of the Licensed Compounds or Licensed Products following the effective date of termination of this Agreement by or on behalf of Licensor, or its Affiliates, subcontractors, or licensees (other than Licensee), including any Claim related to any product liability, personal injury, or death caused by any Licensed Compound or Licensed Product, except with respect to any Losses arising from any failure of any Licensed Compound or Licensed Product manufactured or supplied to Licensor pursuant to Section 9.7.12 to meet applicable specifications, or any adulteration, misbranding, or other defect in any such Licensed Compounds or Licensed Products; or (d) the failure to comply with Applicable Law by or on behalf of Licensor under this Agreement or its Affiliates in connection with the Exploitation of any Licensed Compound or its or their subcontractors Licensed Product; except, with respect to each of subsections (for clarity, other than Licensee, its Affiliates or Sublicenseesa) through (d), (b) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (c) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that such Losses result from the fraud, negligence, or willful misconduct of any Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense Indemnitee or breach of the relevant Claims is prejudiced this Agreement by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such ClaimsLicensee.

Indemnification by Licensor. Licensor willshall, at its sole expense, defend, indemnify, indemnify and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Exploitation Development of any Compound or Product by or on behalf of Licensor or its Affiliates or its or their subcontractors sublicensees (for clarity, other than Licensee, Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (cd) the willful misconduct or gross negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its AffiliatesAffiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 10.3 and Licensor’s defense of the relevant Claims Claim is prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.210.2, as to which Claims each Party will shall indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor will, at its sole expense, defend, indemnify, and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Exploitation of any Compound or Product conduct by or on behalf of Licensor or any of its Affiliates or its or their subcontractors (for clarity, other than Licensee, its Affiliates or Sublicensees)Third Parties of Development activities as part of the Collaboration Research Program, (b) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, (c) the breach or default of any Loan Facility or Head License Agreements by Licensor, or (cd) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failurefailure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliates, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims.. 11.2

Indemnification by Licensor. (a) Licensor willagrees to defend the Licensee Indemnitees, at Licensor’s cost and expense, and will indemnify and hold harmless the Licensee Indemnitees from and against any and all losses, costs, damages, fees, and expenses (collectively, “Losses”) relating to or in connection with a Third Party claim arising out of (i) any actual or alleged death, personal bodily injury or damage to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any Procedure or Product Exploited by or on behalf of (A) Licensor, its Affiliates, licensees or Sublicensees and/or (B) Licensee, its Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the extent that the claim relates to an Improvement developed by Licensee); (ii) subject to the provisions of Sections 2.2(b) and 8.1(b) hereof, any actual or alleged infringement or unauthorized use or misappropriation of any Patent Right or other Intellectual Property Right of a Third Party with respect to the activities of (A) Licensor, its Affiliates, licensees or Sublicensees and/or (B) Licensee, its Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the extent that the claim relates to an Improvement developed by Licensee); (iii) any breach by Licensor of its representations, warranties or covenants made under this Agreement; or (iv) any negligent act or omission or willful misconduct of Licensor, its Affiliates, licensees or Sublicensees, or any of their employees, contractors or agents, in performing Licensor’s obligations or exercising Licensor’s rights under this Agreement. In the event of any such claim against any Licensee Indemnitee, Licensee shall promptly notify Licensor in writing of the claim and Licensor shall manage and control, at its sole expense, defend, indemnify, and hold harmless Licensee the defense of the claim and its Affiliates settlement with counsel reasonably acceptable to the Licensee Indemnitee. The failure to timely give a claim notice shall not relieve Licensor of its obligations hereunder, except and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) only to the extent that such Claims arise out offailure shall result in any material prejudice to Licensor in defense of the claim. Licensor shall not, are based onwithout the prior written consent of the Licensee Indemnitee, or result from (a) consent to the Exploitation entry of any Compound judgment or Product by enter into any settlement or on behalf of Licensor or its Affiliates or its or their subcontractors compromise which does not include, as an unconditional term thereof (for clarityi.e., other than Licensee, its Affiliates or Sublicensees), (b) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (c) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent there being no requirement that the Licensee Indemnitee pay any amount of money, give any other consideration or agree to any restriction or limitation), the giving by the claimant or plaintiff to the Licensee Indemnitee of a release, in form and substance satisfactory to the Licensee Indemnitee from all liability in respect of the claim. The relevant Licensee Indemnitees fail to comply shall cooperate with the indemnification procedures set forth Licensor and may, at such Licensee Indemnitees’ option and expense, be represented in Section 11.3 and any such action or proceeding. Licensor shall not be liable for any settlements, litigation costs or expenses incurred by any Licensee Indemnitees without Licensor’s defense of the relevant Claims is prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claimswritten authorization.

Indemnification by Licensor. Subject to the other provisions of this Article XI, Licensor willshall defend Ventrus, at its sole expense, defend, indemnifyAffiliates, and hold harmless Licensee its sublicensees and its Affiliates and each of their respective officers, directors, shareholders or ownersagents, employeesrepresentatives, and agents employees (the collectively, “Licensee Ventrus Indemnitees”) from and against all charges, allegations, notices, civil, criminal, or administrative claims, demands, complaints, causes of action, proceedings, or investigations of a Third Party (collectively, “Claims”), and indemnify and hold harmless such Ventrus Indemnitees from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxesobligations, costsawards, expenses settlements, penalties, fines, sanctions, damages, and reasonable costs (including awards of court costs and reasonable attorneys’ fees and expensesfees) and recoveries (collectively, “ClaimsLosses”) that result from any such Claims, where and to the extent that such Claims arise out of, are based on, made or result from (a) the Exploitation of brought against any Compound or Product Ventrus Indemnitee by or on behalf of Licensor a Third Party, and solely to the extent such Claim is based on or its Affiliates or its or their subcontractors arises out of (for clarity, other than Licensee, its Affiliates or Sublicensees), (ba) the breach of any of Licensor’s obligations obligation, covenant, warranty, or representation made by Licensor under this Agreement, including or (b) Licensor’s representations and warranties, covenants and agreements, or (c) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) ’ gross negligence or willful misconduct; provided, however, that Licensor’s obligations except in each case to the extent that the Licensee Indemnitees fail such Claim or Loss is attributable to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure; or (iii) to Claims any matter for which Licensee has an obligation Ventrus is obligated to indemnify a Licensor Indemnitee pursuant to Section 11.2, as to which Claims each Party will indemnify below, or (ii) results from the other to the extent negligence or willful misconduct of its respective liability for such Claimsany Ventrus Indemnitees.

Indemnification by Licensor. Licensor will, at its sole expense, defend, indemnify, and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Exploitation of any Compound or Product conduct by or on behalf of Licensor or any of its Affiliates or its or their subcontractors (for clarity, other than Licensee, its Affiliates or Sublicensees)Third Parties of Development activities as part of the Collaboration Research Program, (b) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, (c) the breach or default of any Loan Facility or Head License Agreements by Licensor, or (cd) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failurefailure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliates, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor willshall, at its sole expense, defend, indemnify, indemnify and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Exploitation Development of any Compound or Product by or on behalf of Licensor or its Affiliates or its or their subcontractors sublicensees (for clarity, other than Licensee, Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) Licensor’s manufacturing of Aerosolized Products, (d) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (ce) the willful misconduct or gross negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its AffiliatesAffiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 10.3 and Licensor’s defense of the relevant Claims Claim is prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.210.2, as to which Claims each Party will shall indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor will, at its sole expense, shall defend, indemnify, indemnify and hold harmless Licensee and its Affiliates and each of their respective officers, directors, shareholders or ownersshareholders, employees, successors and agents assigns (the “Licensee Indemnitees”) from and against any and all Third Party claimsClaims, suitsand all associated Losses, proceedingsto the extent arising out of or resulting from: (a) the performance or failure to perform by Licensor (or any its Affiliates, damagessubcontractors or agents) of any of its obligations under this Agreement; (b) a material breach by Licensor or any of its Affiliates, lossessubcontractors or agents of any of its representations, liabilitieswarranties, taxescovenants or agreements under this Agreement; or (c) violation of Applicable Law by any Licensor Indemnitee; provided, costshowever, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectivelythat in all cases referred to in this Section 6.2, “Claims”) Licensor shall not be liable to indemnify any Licensee Indemnitee for any Losses of such Licensee Indemnitee to the extent that such Claims arise out of, are based on, or result from Losses were caused by (ai) the Exploitation gross negligence or willful misconduct or intentional wrongdoing of Licensee or any Compound of its Affiliates, sublicensees, subcontractors or Product by or on behalf of Licensor or its Affiliates or its or their subcontractors (for clarity, other than Licensee, its Affiliates or Sublicensees)agents, (bii) the any breach of by Licensee or any of Licensorits Affiliates, sublicensees, subcontractors or agents of Licensee’s obligations representations, warranties, covenants or agreements under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (ciii) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure; or (ii) to Claims matters for which Licensee has an obligation to indemnify any Licensor Indemnitee pursuant to Section 11.26.1; or (iv) with respect to a claim under Section 8.3 by a Third Party, the API. CYNAPSUS THERAPEUTICS INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as to which Claims each Party will indemnify amended. A complete copy of this document has been filed separately with the other to the extent of its respective liability for such ClaimsSecurities and Exchange Commission.

Indemnification by Licensor. Licensor will, at its sole expense, shall defend, indemnify, indemnify and hold harmless Licensee and its Affiliates and each of their respective officers, directors, shareholders or ownersshareholders, employees, successors and agents assigns (the “Licensee Indemnitees”) from and against any and all Third Party claimsClaims, suitsand all associated Losses, proceedingsto the extent arising out of or resulting from: (a) the performance or failure to perform by Licensor (or any its Affiliates, damagessubcontractors or agents) of any of its obligations under this Agreement; (b) a material breach by Licensor or any of its Affiliates, lossessubcontractors or agents of any of its representations, liabilitieswarranties, taxescovenants or agreements under this Agreement; or (c) violation of Applicable Law by any Licensor Indemnitee; provided, costshowever, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectivelythat in all cases referred to in this Section 6.2, “Claims”) Licensor shall not be liable to indemnify any Licensee Indemnitee for any Losses of such Licensee Indemnitee to the extent that such Claims arise out of, are based on, or result from Losses were caused by (ai) the Exploitation gross negligence or willful misconduct or intentional wrongdoing of Licensee or any Compound of its Affiliates, sublicensees, subcontractors or Product by or on behalf of Licensor or its Affiliates or its or their subcontractors (for clarity, other than Licensee, its Affiliates or Sublicensees)agents, (bii) the any breach of by Licensee or any of Licensorits Affiliates, sublicensees, subcontractors or agents of Licensee’s obligations representations, warranties, covenants or agreements under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (ciii) the willful misconduct or gross negligent acts of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure; or (ii) to Claims matters for which Licensee has an obligation to indemnify any Licensor Indemnitee pursuant to Section 11.26.1; or (iv) with respect to a claim under Section 8.3 by a Third Party, as to which Claims each Party will indemnify the other to the extent of its respective liability for such ClaimsAPI.