AHS’ Obligations. AHS shall indemnify, defend and hold harmless Hemostemix, its subsidiaries and Affiliates, and their respective officers, directors, employees and agents, and each of their heirs, successors and assigns (the "Hemostemix Indemnitees") from and against all losses, claims, damages, causes of action, liabilities and expenses (including reasonable attorneys' fees) (collectively, "Losses") directly and solely arising from a claim or lawsuit asserted or brought by a Third Party arising from or related to AHS', or any of its representatives or subcontractors', gross negligence or willful misconduct or breach of the terms of this Agreement or any Project Agreement in connection with the performance of the Services or AHS’ obligations under any Project Agreement; provided, however, that AHS will not be responsible for any Losses arising from any injuries or damages to the extent resulting from (i) the negligence, fault, willful misconduct, errors or omissions of any Hemostemix Indemnitee, (ii) activities conducted by any Hemostemix Indemnitee contrary to or outside the scope of the Protocol or this Agreement or any Project Agreement, (iii) actions by any Hemostemix Indemnitee in violation of Applicable Law, ICH GCP Guidelines, this Agreement, any Project Agreement or pursuant to any written instructions from Hemostemix related to this Agreement or any Project Agreement that are acted upon by AHS or (iv) unauthorized warranties by any Hemostemix Indemnitee relating to any drug, test article or the Study, including warranties implied under applicable product liability laws. Upon request, AHS shall provide written assurance to Hemostemix that AHS has appropriate financial resources to satisfy any potential claims hereunder.
