Partner Indemnification. Partner will defend, indemnify and hold harmless [[Illumina:Organization]], its Affiliates, and their respective officers, directors, representatives, employees, successors and assigns (“[[Illumina:Organization]] Indemnitee(s)”), from and against any and all claims, causes of action, and proceedings brought or asserted by a third party (“Claims”), and all associated losses, liabilities, damages, fines, and penalties of any and every kind, including legal expenses and reasonable attorneys’ fees (“Losses”) to the extent resulting from or arising out of Partner’s or a Partner Indemnitee’s: # development, use, or commercialization of the IVD Test Kits or Custom Software; # breach of this Agreement, including any representation, warranty or failure to exert good faith or Commercially Reasonable Efforts as required; # gross negligence or intentional misconduct in performing or failing to perform under this Agreement; or # sale (including making, using, selling, offering for sale, and importing) by or on behalf of Partner of an IVD Test Kit in the Territory that infringes the Intellectual Property Rights of a third party; in each case except to the extent resulting from or arising out of [[Illumina:Organization]]’s or an [[Illumina:Organization]] Indemnitee’s gross negligence, intentional misconduct, or breach of this Agreement.

Product-related Indemnification. Additionally, each Party will defend, indemnify, and hold harmless the other Party (and any other indemnitees expressly provided in the Standard Terms) for Claims and Losses relating to the purchase, manufacture, and use of IVD Hardware and [[Illumina:Organization]] Components purchased by Partner from [[Illumina:Organization]] under this Agreement if and to the extent, and subject to all terms and conditions, provided in the Standard Terms. For clarity, [[Illumina:Organization]]’s defense, indemnification, and hold harmless obligations with respect to the [[Illumina:Organization]] Components and IVD Hardware, and Partner’s and its Customers’ purchase and use of such products, are limited solely to those obligations expressly provided in the Standard Terms for such products.

#[[Illumina:Organization]] Indemnification. [[Illumina:Organization]] will defend, indemnify and hold harmless Partner, its Affiliates, and their respective officers, directors, representatives, employees, successors and assigns (“Partner Indemnitee(s)”), from and against any and all Claims and Losses to the extent resulting from or arising out of [[Illumina:Organization]]’s or an [[Illumina:Organization]] Indemnitee’s: # breach of this Agreement, including any representation, warranty or failure to exert good faith or Commercially Reasonable Efforts as required; or # gross negligence or intentional misconduct in performing or failing to perform under this Agreement; in each case except to the extent resulting from or arising out of Partner’s or an Partner Indemnitee’s gross negligence, intentional misconduct, or breach of this Agreement.