Indemnification by PROTEON Sample Clauses

Indemnification by PROTEON. Subject to and except to the extent of any indemnification from LONZA pursuant to Section 15.2 below, PROTEON shall indemnify, defend and hold LONZA, its Affiliates, and their respective directors, officers, employees and agents harmless from and against all losses, damages, liabilities, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), (collectively, the “Liabilities”) to the extent such Liabilities arise out of or result from any claim, lawsuit or other action or threat by a Third Party arising out of (a) the manufacture, packaging, testing, labeling, handling, distribution, marketing, use, import or sale of the Product, in any form, (b) any breach of the representations, warranties and covenants made by PROTEON under this Agreement, (c) PROTEON’s negligent acts or omissions or willful misconduct, and/or (d) any Recall of the Product. The foregoing indemnification action shall not apply in the event and to the extent that such Liabilities arise out of or result from any breach of the representations, warranties and covenants made by LONZA under this Agreement, or LONZA’s negligent acts or omissions or willful misconduct.