Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor will, at its sole expense, defend, indemnify, and hold 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 conduct by Licensor or any of its Affiliates or 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 (d) the willful misconduct or 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 failure 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. Subject to Sections 13.3 and 13.4, Licensor will, at its sole expense, defend, shall indemnify, defend and hold Licensee and Licensee, its Affiliates Affiliates, and their respective directors, officers, directorsemployees consultants, shareholders or ownerscontractors, employees, sub-licensees and agents (collectively, the “Licensee Indemnitees”) harmless from and against any and all Third Party claimsClaims brought against such Licensee Indemnitee, suitsincluding any Damages resulting therefrom, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) in each case to the extent that such Claims arise out of, are resulting from or based on, or result from : (a) the conduct any development work done by Licensor for a Product, or any sale, use, importation, storage, handling, distribution or offer for sale or sale of Product by Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Program, sub-licensees; (b) the Licensor's breach of this Agreement or any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, representation or warranty made by Licensor therein; (c) the breach willful misconduct of, or default violation of any Loan Facility or Head License Agreements by applicable Law by, Licensor, its Affiliates or sub-licensees, or their respective employees, contractors or agents in the performance of this Agreement; (d) breach of a contractual or fiduciary obligation owed by Licensor (including without limitation misappropriation of trade secrets); or (e) infringement or misappropriation with respect to the willful misconduct or negligent acts of LicensorDevelopment, its AffiliatesManufacture, or Commercialization of the officers, directors, employees, NDA Product under the Licensor IPR Package or agents of Licensor or its AffiliatesTrademarks. The and the foregoing indemnity obligation will shall not apply (i) to any Damages 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 failure or (y) such Claims arise out of or Damages 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 matter for which Licensee has an obligation is required to indemnify Licensor pursuant to Section 11.213.1(b), as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims(c), or (d).

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”) harmless from and against any and all Third Party claimsClaims, suitsand all associated Losses, 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 arising out of, are based on, of or result from resulting from: (a) the conduct performance or failure to perform by Licensor (or any its Affiliates, subcontractors or agents) of any of its obligations under this Agreement; (b) a material breach by Licensor or any of its Affiliates Affiliates, subcontractors or Third Parties of Development activities as part of the Collaboration Research Program, (b) the breach agents of any of Licensor’s obligations its representations, warranties, covenants or agreements under this Agreement, including Licensor’s representations and warranties, covenants and agreements, ; or (c) the breach or default violation of Applicable Law by any Loan Facility or Head License Agreements by LicensorLicensor Indemnitee; provided, or (d) the willful misconduct or negligent acts however, that in all cases referred to in this Section 6.2, Licensor shall not be liable to indemnify any Licensee Indemnitee for any Losses of Licensor, its Affiliates, or the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) such Licensee Indemnitee to the extent that such Losses were caused by (xi) 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 (y) such Claims arise out of or result from the gross negligence or willful misconduct or intentional wrongdoing of Licensee or any of its Affiliates, sublicensees, subcontractors or agents, (ii) any related breach by Licensee or any of its Affiliates, sublicensees, subcontractors or agents of Licensee’s representations, warranties or warranties, covenants or any other obligation of Licensee hereunder; agreements under this Agreement, or (iiiii) 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.

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 conduct Exploitation of any Compound or Product by or on behalf of Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Programits 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 breach or default of any Loan Facility or Head License Agreements by Licensor, or (d) 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 failure 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 hereunderfailure; 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 indemnify and hold harmless Avenue, at its sole expense, defend, indemnifyAffiliates, and hold Licensee and its Affiliates and their respective officers, directors, shareholders or ownersofficers, employees, agents, successors, and agents assigns (collectively, the “Licensee Avenue 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”) Damages to the extent that such Claims arise arising out ofof or relating to, are directly or indirectly, any Third-Party Claim based on, or result from upon: (a) the conduct Development, Manufacture, or Commercialization of any Licensed Molecule or Licensed Product prior to the Effective Date; (b) the Manufacture of any Licensed Molecule or Licensed Product for Licensor, its Affiliates or a Third Party (other than a Sublicensee); (c) the Manufacture of any Licensed Molecule or Licensed Product by Licensor or its Affiliates for Avenue, its Affiliates or Sublicensees, or the supply of such Licensed Molecules or Licensed Products to Avenue or its Affiliates or Sublicensees, except to the extent such Third-Party Claim arises from Licensor’s compliance with Avenue’s (or its Affiliates’ or any of its Affiliates Sublicensees’) unique technical specifications or 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 unique technical requirements that are requested in writing by Licensor, or Avenue; (d) the willful misconduct or negligent acts of LicensorDevelopment, its AffiliatesManufacture, or Commercialization of any Licensed Molecule or Licensed Product outside of the officers, directors, employees, Field or agents outside of the Territory by or on behalf of Licensor or its Affiliates. The foregoing indemnity obligation will not apply Affiliates or licensees on or after the Effective Date; (ie) 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 failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee Licensor or its AffiliatesAffiliates or its or their respective directors, officers, employees, consultants, subcontractors or agents, in connection with Licensor’s performance of its obligations under this Agreement, the Subscription Agreement, or the Registration Rights Agreement; or (f) any related breach by Licensee Licensor of any of its representations, warranties warranties, covenants, agreements or covenants obligations under this Agreement, the Subscription Agreement, or the Registration Rights Agreement, or of applicable law, including U.S. securities laws governing xxxxxxx xxxxxxx. Notwithstanding the foregoing, Licensor’s obligation to indemnify pursuant to this Section 10.2 shall not apply to any other obligation of Licensee hereunder; or (ii) to Third-Party Claims for which Licensee has an obligation Avenue is required 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 Claims10.1.

Indemnification by Licensor. Licensor will, at its sole expense, defend, shall indemnify, defend and hold harmless Licensee and its Affiliates Affiliates, Sublicensees and each of their respective employees, officers, directors, shareholders or owners, employees, directors and agents (the each a “Licensee IndemniteesIndemnitee”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxeslosses and damages (“Losses”) that result from any Claim made or brought against a Licensee Indemnitee by or on behalf of such Third Party, costs, and any direct out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees and expensesfees) and recoveries (collectively, “ClaimsLitigation Costs”) incurred by a Licensee Indemnitee while investigating or conducting the defense of such Third Party Claim, in either case, solely to the extent that such Claims arise Claim is based on or arises out of, are based on, or result from (a) : 14.1.1 the conduct breach by Licensor of any representation, warranty or covenant contained in this Agreement; 14.1.2 the gross negligence or willful misconduct by any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Program, (b) Licensor Indemnitees in the breach of any performance of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, (c) ; 14.1.3 the breach Exploitation by or default of any Loan Facility or Head License Agreements by Licensor, or (d) the willful misconduct or negligent acts on behalf of Licensor, its Affiliates, Affiliates or licensees of the Compound or the officersProduct prior to the Effective Date; 14.1.4 the Exploitation by or on behalf of Licensor, directors, employees, or agents of Licensor its Affiliates or its Affiliates. The foregoing indemnity obligation will licensees of ImmTOR (other than as comprising the Product) prior to the Effective Date or during the Term; 14.1.5 the Exploitation by or on behalf of Licensor, its Affiliates or licensees of the Product following the Term and the use of the Reversion Technology in connection with the same; or 14.1.6 any of the Additional ImmTOR Agreements prior to the date of assignment of such Additional ImmTOR Agreements to Licensee; provided, however, that in the case of Sections 14.1.1 to 14.1.6 (inclusive), such indemnification right shall not apply to any Claims, Losses or Litigation Costs (ia) to the extent that (x) the Licensee Indemnitees fail directly 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 (y) such Claims arise out of or result from the gross negligence or willful misconduct of a Licensee Indemnitee or its AffiliatesLicensee’s breach of this Agreement, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (iib) to Claims for which Licensee has an obligation is obligated to indemnify Licensor pursuant to under Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims14.2.

Indemnification by Licensor. Licensor will, at its sole expense, defend, indemnify, shall indemnify and hold Licensee harmless Dermata and its Affiliates Affiliates, Sublicensees and each of their respective employees, officers, directors, shareholders or owners, employees, directors and agents (the each a “Licensee IndemniteesDermata Indemnitee”) harmless from and against (i) any and all liabilities, losses and damages (“Losses”) finally awarded to a Third Party claimsby a court of competent jurisdiction that result from any Claim made or brought against a Dermata Indemnitee by or on behalf of such Third Party, suitsand (ii) subject to Section 8.3, proceedings, damages, losses, liabilities, taxes, costs, any direct out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees and expensesfees) (“Litigation Costs”) incurred by a Dermata Indemnitee while investigating or conducting the defense of such Third Party Claim, in any such case (i) and recoveries (collectivelyii), “solely to the extent such Claim is directly based on or directly arises out of (a) the breach by Licensor of any representation, warranty or covenant contained in this Agreement; or (b) any Third Party Claim that Licensor misappropriated, willfully disclosed or made available to Dermata any Licensed Patents, Licensed Know-How in violation of an obligation of Licensor to such Third Party; provided, however, that such indemnification right shall not apply to any Claims”, Losses or Litigation Costs (x) to the extent that such Claims arise out ofdirectly attributable to the negligence, are based onreckless misconduct, or result from (a) the conduct by Licensor or any intentional misconduct of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Programa Dermata Indemnitee, (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 (d) the willful misconduct or 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 failure 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 Dermata is obligated to indemnify Licensor pursuant to under Section 11.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims8.2.

Indemnification by Licensor. Licensor will, at its sole expense, hereby agrees to defend, indemnify, and hold Licensee and Licensee, its Affiliates and their respective officers, directors, shareholders or ownersemployees and agents, employees, and agents (the each a “Licensee IndemniteesIndemnified Party”) harmless from and against any and all Third Party claimsParty’s claims for loss, suitsdamage, proceedingsor liability, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “ClaimsLosses”) to the extent that such Claims arise out of, are based on, resulting from: (i) any breach of this Agreement or result from (a) the conduct any warranty or covenant provided in this Agreement by Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Program, (b) the breach of any an Affiliate of Licensor’s obligations under this Agreement, including Licensor’s representations ; (ii) any violation of Applicable Law by Licensor or its Affiliates; and warranties, covenants and agreements, (ciii) the breach any negligent act or default of any Loan Facility omission or Head License Agreements by Licensor, or (d) the willful misconduct or 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 ; (iiv) any claim that the sale by Licensee or its Affiliates, of the Licensed Products infringes on intellectual property rights in the Territory of any other person which exists as of the Effective Date; (v) any damage to property, personal injury or death arising in any way from the Licensed Product, except 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 damage, personal injury or death arises out of the relevant Claims act or omission of Licensee; and (vi) any claim arising from any use, within the approved labelling, made by any person of any of the Licensed Products; in all cases, except to the extent such Third Party’s claim for loss, damage or liability is prejudiced the result of: (i) any breach of this Agreement by such failure Licensee or a Licensee Indemnified Party, (ii) any violation of Applicable Law by Licensee or a Licensee Indemnified Party, or (yiii) such Claims arise out of any negligent act or result from the gross negligence omission or willful misconduct of Licensee or its Affiliates, or any related breach by a 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 Indemnified Party. Notwithstanding anything to the extent of its respective liability for such Claimscontrary, this Section 10.5 does not apply to the matters referred to in the final two paragraphs in Section 6.2.

Indemnification by Licensor. Licensor willshall, at its sole expense, defend, indemnify, indemnify and hold 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 conduct Development of Product by or on behalf of Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Programits or their sublicensees (other than 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, (c) the breach or default of any Loan Facility or Head License Agreements by Licensor, or (de) the willful misconduct or 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 (x) 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 (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 hereunderfailure; 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, hereby agrees to defend, indemnify, and hold Licensee and Knight, its Affiliates and their respective officers, directors, shareholders or ownersemployees and agents, employees, and agents (the each a “Licensee IndemniteesKnight Indemnified Party”) harmless from and against any and all Third Party claimsParty’s claims for loss, suitsdamage, proceedingsor liability, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “ClaimsLosses”) to the extent that such Claims arise out of, are based on, resulting from: (i) any breach of this Agreement or result from (a) the conduct any warranty or covenant provided in this Agreement by Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Program, (b) the breach of any an Affiliate of Licensor’s obligations under this Agreement, including Licensor’s representations ; (ii) any violation of Applicable Law by Licensor or its Affiliates; and warranties, covenants and agreements, (ciii) the breach any negligent act or default of any Loan Facility omission or Head License Agreements by Licensor, or (d) the willful misconduct or 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 ; (iiv) any claim that the sale by Knight or its Affiliates, of the Licensed Products infringes on intellectual property rights in the Territory of any other person which exists as of the Effective Date; (v) any damage to property, personal injury or death arising in any way from the Licensed Product, except 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 damage, personal injury or death arises out of the relevant Claims act or omission of Knight; and (vi) any claim arising from any use, within the approved labelling, made by any person of any of the Licensed Products; in all cases, except to the extent such Third Party’s claim for loss, damage or liability is prejudiced the result of: (i) any breach of this Agreement by such failure Knight or a Knight Indemnified Party, (ii) any violation of Applicable Law by Knight or a Knight Indemnified Party, or (yiii) such Claims arise out of any negligent act or result from the gross negligence omission or willful misconduct of Licensee Knight 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 a Knight Indemnified Party. Notwithstanding anything to the extent of its respective liability for such Claimscontrary, this Section 10.5 does not apply to the matters referred to in the final two paragraphs in Section 6.2.

Indemnification by Licensor. Licensor will, at its sole expense, shall defend, indemnify, and hold 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 conduct Development, manufacture or Commercialization of the Products by or on behalf of Licensor or any of its Affiliates Affiliate or Third Parties of Development activities as part licensees (other than Licensee, its Affiliates, and Designated Parties), including Product Liabilities claims, in each case occurring outside of the Collaboration Research Program, Territory; (b) the breach of any of Licensor’s obligations under this AgreementAgreement or the Exclusive Trademark License, including Licensor’s representations and warranties, covenants and agreementswarranties set forth herein or therein, (c) the breach use of the Licensed Marks by Licensee or default Designated Parties in accordance with the terms of any Loan Facility this Agreement and the Exclusive Trademark License infringes a Third Party’s trademark or Head License Agreements by Licensorother proprietary rights in the Territory, or (d) the willful misconduct misconduct, gross negligence or 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 (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 any Third Party Claim arises from, is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliatesbased on, or results from any related breach by Licensee of its representations, warranties activity or covenants or any other obligation of Licensee hereunder; or (ii) to Claims 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, will defend, indemnify, indemnify and hold Licensee and harmless Lian, its Affiliates and their respective directors, officers, directors, shareholders or owners, employees, employees and agents (the each, a “Licensee IndemniteesLian Indemnified Party”) harmless from ), from, against and against in respect of 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”) Losses incurred or suffered by any Lian Indemnified Party to the extent that such Claims arise out of, are based on, arising from or result from relating to: (a) any breach of any representation or warranty made by Licensor in this Agreement, or any breach by Licensor of any obligation, covenant, or agreement in this Agreement; (b) the conduct by gross negligence or intentional misconduct of Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research ProgramAffiliates, (b) the breach of sub)licensees (other than Lian), or contractors, or any of their respective directors, officers, employees, or agents, in performing Licensor’s obligations or exercising Licensor’s rights under this Agreement, including Licensor’s representations and warranties, covenants and agreements, ; (c) activities conducted by or on behalf of Licensor or its Affiliates or Sublicensees or contractors related to the breach or default of any Loan Facility or Head License Agreements by LicensorDevelopment, Manufacture, or Commercialization of Licensed Products anywhere in the world prior to the Effective Date; and (d) the willful misconduct Development, Manufacture, or negligent acts Commercialization of the Licensed Products by or on behalf of Licensor, any of its Affiliates, or the officers, directors, employeesSublicensees (other than Lian), or agents of Licensor or its Affiliates. The foregoing indemnity obligation contractors; provided, however, that Licensor’s obligations pursuant to this Section 10.1 (Indemnification by Licensor) 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 failure or (y) such Claims arise out of or Third Party Losses 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 Third Party Losses for which Licensee Lian 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 Claims10.2 (Indemnification by Lian).

Indemnification by Licensor. Subject to the other provisions of this Article XI, Licensor willshall defend Ventrus, at its sole expense, defend, indemnifyAffiliates, and hold 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 are made or brought against any Ventrus Indemnitee by or on behalf of a Third Party, and solely to the extent such Claim is based on or arises out of, are based on, or result from of (a) the conduct by Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Program, (b) 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, (c) the breach or default of any Loan Facility or Head License Agreements by Licensor, or (d) the willful misconduct or 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 such Claim or Loss is attributable to (xi) the Licensee Indemnitees fail any matter for which Ventrus is obligated to comply with the indemnification procedures set forth in indemnify a Licensor Indemnitee pursuant to Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure 11.2, below, or (yii) such Claims arise out of or result results 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 ClaimsVentrus Indemnitees.