Indemnification by Fxxxxxx. Fulcrum will indemnify, hold harmless, and defend Sanofi and its Affiliates and their respective, directors, officers, employees, agents, successors, assigns and Sublicensees (the “Sanofi Indemnitees”) from and against any and all Third Party suits, claims, proceedings, actions, and demands (“Third Party Claims”) and all losses, liabilities, costs, claims, damages, judgments, expenses, or losses (including reasonable attorneys’ fees, court costs, witness fees, damages, judgments, fines, and amounts paid in settlement) arising therefrom (“Losses”) to the extent that the applicable Third Party Claims and such Losses arise out of (a) a breach by Fulcrum of any of its representations, warranties, covenants, agreements or obligations under this Agreement, (b) the Exploitation of the Licensed Compounds and Licensed Products by or on behalf of Fulcrum or any of its Affiliates, licensees (not including Sanofi or its Affiliates, Sublicensees, or its subcontractors), Sublicensees, or subcontractors, (c) Fulcrum’s failure to undertake any recall or product withdrawal of a Licensed Product in the Fulcrum Territory in accordance with Section 6.11 (Recall, Withdrawal, or Field Alerts), (d) the gross negligence, recklessness or willful misconduct of any Fulcrum Indemnitee or (e) any violation of Applicable Law by Fulcrum, its Affiliates, Sublicensees or subcontractors in connection with the performance of its obligations or exercise of its rights under this Agreement. Notwithstanding the foregoing, Fulcrum will not have any obligation to indemnify Sanofi Indemnitees to the extent that any Losses arise out of any Third Party Claim for which Sanofi is responsible for indemnifying Fulcrum pursuant to Section 13.2 (Indemnification by Sanofi).
