Indemnification of QIAGEN by XXXXXX. XXXXXX shall indemnify, defend and hold harmless QIAGEN and their respective directors, officers, employees, and agents and their respective successors, heirs and assigns (collectively, the “QIAGEN Indemnitees”), against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the QIAGEN Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments of Third Parties (except in cases where such claims, suits, actions, demands or judgments result from a material breach of this Agreement, gross negligence or willful misconduct on the part of QIAGEN), arising out of any actions of XXXXXX in the performance of the Research Program, the use by the Joint Venture of the BECTON Background Technology or the development, testing, production, manufacture, promotion, import, sale or use by any person of any Combined Product which is manufactured or sold by BECTON or by a licensee, sublicensee, distributor or agent of BECTON. XXXXXX shall also indemnify and hold harmless QIAGEN, its officers and employees against all claims of QIAGEN inventors of Patent Rights licensed to BECTON hereunder that are entitled under the Arbeitnehmererfindungsrecht to receive royalty payments relating to XXXXXX’x, or its successors’, heirs’, affiliates’, assignees’, agents’, distributors’ or the likes’, commercial use of such Patent Rights.
