Indemnification by Assignor. Assignor shall indemnify Assignee and its Affiliates and their respective officers, directors, employees, agents, successors and assigns against, and shall hold them harmless from, any Loss to the extent such Loss arises from or in connection with the following:

Indemnification by Assignor. AssignorAssignee. Assignee shall indemnify AssigneeAssignor and its Affiliates and their respective officers, directors, employees, agents, successors and assigns against, and shall hold them harmless from, any Loss to the extent such Loss arises from or in connection with the following:

Indemnification by Assignor.Assignee. Assignee hereby agrees to save, defend, indemnify and hold harmless Assignor shall indemnify Assigneefrom and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which it may become subject as a result of any claim, demand, action or other proceeding by any person to the extent such Losses arise out of: # the negligence or willful misconduct of Assignee, its Affiliates andAffiliates, Licensees and/or their respective officers, directors, employees, agents, successorsconsultants and assigns against, and shall hold them harmless from,agents; # the breach by Assignee of any Losswarranty, representation, covenant or agreement made by Assignee in this Agreement; or # the development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Assignee or Licensees; in each case, except to the extent such Loss arisesLosses result from the gross negligence or willful misconduct of Assignor or the breach by Assignor of any warranty, representation, covenant or agreement made by Assignor in connection with the following:this Agreement.