Graphite Indemnity. Graphite shall indemnify, defend, and hold harmless WuXi ATU, its Affiliates, officers, directors, employees and agents (collectively, the “WuXi ATU Indemnified Parties”) against all Losses to WuXi ATU may become subject to as a result of any Claims brought by a third Party arising from or related to Graphite’s # research, development, manufacture, distribution, use, sales or other disposition by Graphite, including any distributor, collaborator, customer, sublicense, representative or agent of Graphite, of the Product and/or any other substances upon which the Services were performed, # infringement by Graphite of any third party’s patent rights or unauthorized use or misappropriation of its information or know-how except for Claims falling under 17.1(c); # negligent or willful act, breach of any Appliable Law or any warranty or representation made in this Agreement. Graphite’s obligation to indemnify WuXi ATU shall be reduced to the extent Losses are caused by WuXi ATU’s negligent act or omission or WuXi ATU’s violation of any Applicable Law.

GraphiteWuXi ATU Indemnity. GraphiteWuXi ATU shall indemnify, defend, and hold harmless WuXi ATU,Graphite, its Affiliates, officers, directors, employees and agents (collectively, the “WuXi ATU“Graphite Indemnified Parties”) against all Lossesfrom and against any and all costs claims, actions, costs, damages, expenses (including court costs and reasonable attorney’s fees), (collectively, “Losses”) to WuXi ATUwhich any Graphite Indemnified Parties may become subject to as a result of any Claimsclaim, demand, action, suit or other proceeding (a “Claim”) brought by a third Party arising from or related to Graphite’directly caused by WuXi ATU’s # research, development, manufacture, distribution, use, sales or other disposition by Graphite, including any distributor, collaborator, customer, sublicense, representative or agent of Graphite, of the Product and/or any other substances upon which the Services were performed, # infringement by Graphite of any third party’s patent rights or unauthorized use or misappropriation of its information or know-how except for Claims falling under 17.1(c); # negligentnegligence, fraud, or willful act,misconduct in the provision of Services under this Agreement # WuXi ATU's breach of any Appliable Law or any warranty or representation made in this Agreement. Graphite’Agreement, or # a Claim by a Third Party that WuXi ATU's use of WuXi ATU Intellectual Property Rights, WuXi ATU Platform, and WuXi ATU Know-How independent of Graphite Materials, Graphite Information, and Product infringes such Third Party's intellectual property rights. WuXi ATU’s obligation to indemnify WuXi ATUGraphite shall be reduced to the extent that any Losses are caused by WuXi ATU’Graphite’s negligent act or omission or WuXi ATU’Graphite’s violation of any Applicable Law.