Millennium’s Obligations. Millennium agrees to defend Genaissance and its Affiliates, at Millennium’s cost and expense, and will indemnify and hold Genaissance and its Affiliates and their respective directors, officers, employees and agents (the “Genaissance Indemnified Parties”) harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by Millennium of any of its representations, confidentiality or intellectual property obligations, or warranties pursuant to this Agreement, or (ii) any personal injury resulting from the development, manufacture, use, sale or other disposition of any product or service offered by Millennium and/or its Affiliates and licensees to the extent such injury is alleged to be the result of the use by Millennium and/or its Affiliates and licensees of the HAP™ Technology. In the event of any such claim against the Genaissance Indemnified Parties by any Third Party, Genaissance shall promptly notify Millennium in writing of the claim and Millennium shall manage and control, at its sole expense, the defense of the claim and its settlement. The Genaissance Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the Genaissance Indemnified Parties without Millennium’s prior written authorization. In addition, Millennium shall not be responsible for the indemnification of any Genaissance Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent.
Millennium’s Obligations. The accounting and payment obligations set forth in this Article IX shall also apply to Millennium in the case of Gene Therapy Products and Diagnostic Products sold by Millennium, its Affiliates or sublicensees, upon which a royalty is due Lilly hereunder, and in which case all references to Lilly shall mean Millennium and all references to Millennium shall mean Lilly.
