Ipsen and GTx. Ipsen and GTx shall each indemnify, defend and hold harmless the other Party and their officers, directors, agents, employees and Affiliates against and from any and all Third Party actions, proceedings, claims, suits, judgments, expenses (including reasonable attorney fees), losses, liabilities and damages (collectively, “Indemnification Claims” or “Claims”) which the other Party may incur or suffer to the extent such arise out of or are based upon (a) the material breach by such Party in the performance of any obligation of a Party in this Agreement or of any warranty, representation, or agreement made by such Party in this Agreement, (b) the intentional misconduct of such Party, its Affiliates, or their respective officers, directors or employees (each an “Actionable Party”), or (c) the negligent acts or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
