Licensee shall defend, indemnify and hold Licensor, its affiliates and respective successors and permitted assigns, and their respective shareholders, members, partners (general and limited), officers, directors, managers, employees, agents and representatives, and each of their heirs, executors, successors and assigns (collectively, “Licensor Parties”) harmless from and against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties based on making or using the Licensed System; provided, however for clarity, that Licensee shall have no liability for third party claims that use of the Licensed Patents infringes the rights of such third party.

Licensor shall defend, indemnify and hold Licensee, its affiliates and respective successors and permitted assigns, and their respective shareholders, members, partners (general and limited), officers, directors, managers, employees, agents and representatives, and each of their heirs, executors, successors and assigns harmless from and against costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties based on a breach by Licensor of any representation and warranty made in this License Agreement, including, for clarity, any third party claims that use of the Licensed Patents infringes the rights of such third party.