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. 11.2

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”) harmless 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 conduct breach by Licensor of any warranty, representation, covenant, or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Program, agreement made by Licensor in this Agreement; (b) the breach of any of Licensor’s obligations under this Agreementfraud, including Licensor’s representations and warrantiesnegligence, 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 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 breach to any product liability, personal injury, or death caused by Licensee any Licensed Compound or Licensed Product, except with respect to any Losses arising from any failure of its representations, warranties any Licensed Compound or covenants Licensed Product manufactured or any other obligation of Licensee hereunder; or (ii) supplied to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.29.7.12 to meet applicable specifications, as or any adulteration, misbranding, or other defect in any such Licensed Compounds or Licensed Products; or (d) the failure to which Claims comply with Applicable Law by or on behalf of Licensor under this Agreement or in connection with the Exploitation of any Licensed Compound or Licensed Product; except, with respect to each Party will indemnify the other of subsections (a) through (d), to the extent such Losses result from the fraud, negligence, or willful misconduct of its respective liability for such Claims. 11.2any Licensee Indemnitee or breach of this Agreement by Licensee.

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. 11.2.

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) 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, 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. 11.2.

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. 11.2.

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 Claims. 11.2API.

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”)) harmless 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 Licensor is actually prejudiced by such Claims arise out offailure. In addition, are based on, Licensor shall not be required to indemnify Licensee or result its Representatives for any claims resulting from (a) the conduct by Licensor Licensee exhibiting an Included Programs or any of its Affiliates or Third Parties of Development activities using Advertising Materials in a form other than 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 delivered by Licensor, or (d) the willful misconduct due to Licensee’s editing or negligent acts modification of Licensor, its Affiliatesany Included Programs or Advertising Materials, or the officers, directors, employees, or agents due to Licensee’s authorization of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) a third party 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 do any 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. 11.2foregoing.

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. 11.2.

Indemnification by Licensor. (a) Licensor willagrees to defend the Licensee Indemnitees, at its sole Licensor’s cost and expense, defend, indemnify, and will indemnify and hold harmless the Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless Indemnitees from and against any and all Third Party claimslosses, suits, proceedingscosts, damages, lossesfees, liabilities, taxes, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “ClaimsLosses”) 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 extent that such Claims arise out possession, use or consumption of, are based onor treatment with, any Procedure or result from Product Exploited by or on behalf of (aA) 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, licensees or the officersSublicensees and/or (B) Licensee, directorsits Affiliates and/or Sublicensees (except, employeeswith respect to Licensee, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) Affiliates and/or Sublicensees, to the extent that the claim relates to an Improvement developed by Licensee); (xii) subject to the Licensee Indemnitees fail 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 comply with the indemnification procedures set forth in Section 11.3 and activities of (A) 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, 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 related breach by Licensee Licensor of its representations, warranties or covenants or any other obligation of Licensee hereundermade under this Agreement; or (iiiv) 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, the defense of the claim and its settlement with counsel reasonably acceptable to Claims for which the Licensee has an obligation Indemnitee. The failure to indemnify timely give a claim notice shall not relieve Licensor pursuant to Section 11.2of its obligations hereunder, as to which Claims each Party will indemnify the other except and only to the extent that such failure shall result in any material prejudice to Licensor in defense of its respective the claim. Licensor shall not, without the prior written consent of the Licensee Indemnitee, consent to the entry of any judgment or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., 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 shall cooperate with Licensor and may, at such Licensee Indemnitees’ option and expense, be represented in any such action or proceeding. Licensor shall not be liable for such Claims. 11.2any settlements, litigation costs or expenses incurred by any Licensee Indemnitees without Licensor’s written 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 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 Claims. 11.2Ventrus Indemnitees.

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, 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 Claims. 11.2Securities and Exchange Commission.

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. 11.2.

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 Development of CX-01 or any 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), (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 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. 11.2[*] = 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.