Indemnity. Subtenant shall and hereby does indemnify, defend and hold Sublandlord harmless from and against any and all actions, claims, demands, damages, fees, fines, liabilities, expenses (including, without limitation, reasonable attorneys’ fees and disbursements), and the like asserted against, imposed upon or incurred by Sublandlord by reason of # any damage or injury to persons or property occurring upon or in connection with the use or occupancy of the Subleased Premises, # the use or maintenance of the Subleased Premises or any business therein or any work or thing whatsoever done, or any condition created in or about the Subleased Premises during the Term (or any time prior to the Sublease Commencement Date that Subtenant may have been given access to the Subleased Premises), # the use of the Laboratory Systems by Subtenant, # the use, storage, and disposal of Hazardous Materials and Medical Waste by Subtenant, # any negligent act or omission of Subtenant or any of its agents, contractors, servants, licensees, employees or invitees, # Subtenant’s unauthorized holdover;

Indemnification. Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all loss, cost, damage, expense and liability, including, without limitation, reasonable attorneys’ fees and disbursements, which Sublandlord may incur by reason of: # any accident, damage or injury to any person or property occurring in, on or about the Subleased Premises from and after the earlier of # the Sublease Commencement Date or # the date on which Subtenant accesses the Subleased Premises; # any breach or default under this Sublease by Subtenant; # any work done in or to the Subleased Premises, either by or on behalf of Subtenant after the Sublease Commencement Date; or # any act, omission or negligence by Subtenant or any of its officers, employees, agents, customers, licensees or invitees, or any person claiming through or under Subtenant; provided, however, and notwithstanding anything to the contrary contained in this Section, Subtenant shall not be obligated to indemnify Sublandlord against any such loss, cost, damage, expense or liability to the extent directly caused by Sublandlord’s negligence or willful misconduct.

INDEMNITY AND INSURANCE. Except to the extent caused by Sublandlord’s negligence or willful misconduct (but subject to Section 25 hereof), Subtenant shall indemnify, defend and hold harmless Sublandlord, its agents and employees from and against any and all liability (statutory or otherwise), claims, suits, demands, judgments, costs, interest and expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to # Subtenant's use of the Premises or conduct of business therein, # any work or thing whatsoever done, or any condition created (other than by Sublandlord, its employees, agents or contractors) by or on behalf of Subtenant in or about the Premises, including during the period of time, if any, prior to the term commencement date, that Subtenant may have been given access to the Premises for the purpose of doing any work or making any installations, # any condition of the Premises due to or resulting from any default by Subtenant in the performance of Subtenant's obligations under this Sublease, or # any act, omission or negligence of Subtenant or its agents, contractors, employees, subtenants, licensees or invitees in or about the Building. In case any action or proceeding is brought against Sublandlord by reason of any one or more thereof, Subtenant shall pay all reasonable costs, attorneys' fees, expenses and liabilities resulting therefrom and shall resist such action or proceeding if Sublandlord shall so request, at Subtenant's expense, by counsel reasonably satisfactory to Sublandlord.

Indemnity. (A) Subtenant hereby indemnifies and holds harmless Landlord from and against # all claims of whatever nature against Landlord arising from any act, omission or negligence of Subtenant, its contractors, licensees, agents, servants, employees or occupants, # all claims against Landlord arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the term in the Sublease Space, # all claims against Landlord arising from any accident, injury or damage occurring outside of the Sublease Space but anywhere within or about the Building, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Subtenant or Subtenant’s licensees, agents, servants, employees or occupants, # any breach, violation or non-performance of any covenant, condition or agreement in the Sublease set forth and contained on the part of Subtenant to be fulfilled, kept, observed and performed, and # any cost, liability or responsibility for the payment of any sales tax with respect to any installations, furniture, furnishings, fixtures or other improvements located, installed or constructed in the Sublease Space, or the filing of any tax return in connection therewith (although Landlord agrees to execute any such return if required by law) regardless of whether such tax is imposed upon Landlord, Tenant or Subtenant.

INDEMNITY. Subtenant shall indemnify, defend and hold harmless Sublandlord and Prime Landlord and any mortgagee and their respective agents, employees, contractors, licensees and invitees (collectively, the “Indemnified Parties”) from and against all claims, actions, losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys’ fees and expenses (collectively, “Claims”), which the Indemnified Parties may incur or pay by reason of damage to person or property arising from # any accident, injury or damage occurring in the Subleased Premises, # any breach or default hereunder on Subtenant’s part, # any work done in or to the Subleased Premises by Subtenant and/or Subtenant’s employees, agents, contractors, invitees or any other person claiming through or under Subtenant, or # any negligence on the part of Subtenant and/or Subtenant’s employees, agents, contractors, clients and other invitees, desk space sharers, subtenants and assignees, provided, however, that in no event shall Subtenant have any obligations hereunder for any Claims arising from the negligence or willful misconduct of Sublandlord, its employees, agents or contractors and Sublandlord shall indemnify, defend and hold harmless Subtenant and its agents, employees and contractors from and against any Claims arising from such negligence or willful misconduct. The provisions of this paragraph shall survive the expiration or earlier termination of this Sublease.

Subtenant Indemnification. Subtenant shall indemnify Tenant against, and hold Tenant harmless from, any damage, loss, claim, liability, or expense, including without limitation reasonable attorneys’ fees, arising out of # any claim by Landlord under the Main Lease resulting from Subtenant’s # negligence, # willful misconduct or # use and occupancy of the Subleased Premises by Subtenant and/or its officers, employees, contractors, agents, or invitees (the “Subtenant Parties”) ((i), (ii) and (iii), collectively, the “Causes”), and # any claim for injury to persons (including without limitation death) or property damage arising out of the Causes, in all case, unless resulting from the negligence or willful misconduct of Tenant.

Sublandlord shall indemnify, defend and hold harmless Subtenant, its agents and employees from and against any and all liability (statutory or otherwise), claims, suits, demands, judgments, costs, interest and expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to # any condition of the Building due to or resulting from any default by Sublandlord in the performance of Sublandlord's obligations under this Sublease and/or the Prime Lease, # any act, omission or negligence of Sublandlord or its agents, contractors or employees in or about the Building or # any material breach, misrepresentation, inaccuracy or incomplete disclosure regarding any Section of the Prime Lease (or portions thereof) which is expressly incorporated into, or excluded from, this Sublease. In case any action or proceeding is brought against Subtenant by reason of any one or more thereof, Sublandlord shall pay all reasonable costs, attorneys' fees, expenses and liabilities resulting therefrom and shall resist such action or proceeding if Subtenant shall so request, at Sublandlord's expense, by counsel reasonably satisfactory to Subtenant.

Indemnification by Subtenant. To the full extent not expressly prohibited by law, Subtenant agrees to hold harmless, defend and indemnify the Landlord/[[Organization A:Organization]] Parties against claims and liabilities, including attorneys' fees, for injuries to all persons and damage to, or theft or misappropriation or loss of property occurring in or about, the Subleased Premises or the Building to the extent arising from Subtenant's occupancy of the Subleased Premises or the conduct of its business or from activity, work, or anything done, permitted or suffered by Subtenant in or about the Subleased Premises, or due to any other act or omission of Subtenant, its agents, employees, guests or invitees (while such guests or invitees are within the Subleased Premises), except to the extent caused by the gross negligence or willful misconduct of any of the Landlord/[[Organization A:Organization]] Parties. In case of any action or proceeding brought against any of the Landlord/[[Organization A:Organization]] Parties by reason of any such claims, upon notice from [[Organization A:Organization]], Subtenant covenants to defend such action or proceeding with counsel reasonably satisfactory to [[Organization A:Organization]].

Subject to the waiver of subrogation contained herein, and except to the extent resulting from any negligence or willful misconduct of Sublandlord or any Sublandlord Indemnitee, Subtenant shall indemnify, defend (with legal counsel reasonably acceptable to Sublandlord; provided, however, any counsel assigned by Subtenant’s insurer shall be considered acceptable to Sublandlord), and hold harmless Sublandlord, and its respective officers, directors, shareholders and employees (individually and collectively, “Sublandlord Indemnitee”) against and save them harmless from and against all claims, losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys’ fees and disbursements, which Sublandlord Indemnitee may incur or pay out (including, without limitation, to Prime Landlord) by reason of # any accidents, damages or injuries to persons or property occurring by reason of or directly related to Subtenant’s (or Subtenant’s officers’, partners’, employees’, agents’, customers’ and/or invitees’) use or occupancy of the Subleased Premises, and occurring in or on the Subleased Premises or the Building, # any default hereunder on Subtenant’s part, # any work done by Subtenant after the date hereof in or to the Subleased Premises except if done by Sublandlord, # any negligent or willful act or omission on the part of Subtenant and/or its officers, partners, employees, agents, customers and/or invitees, or any person claiming through or under Subtenant, either prior to, during or after the term of this Sublease Agreement, or # actions taken by Sublandlord at Subtenant’s request pursuant to Section 3 hereof. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to Subtenant and the indemnification obligations under this Section and shall not be limited in any way by restriction on the amount or type of damages, compensation or benefits payable by or for Subtenant under any worker’s compensation acts, disability benefit acts or other employee benefit acts. Subject to the waiver of subrogation provisions of this Sublease Agreement, if any action or proceeding shall be brought against Sublandlord Indemnitee by reason of any such claim as to which Subtenant is obligated to indemnify Sublandlord, Subtenant, upon notice from Sublandlord Indemnitee at Subtenant’s expense, shall resist and defend such action or proceeding and employ counsel satisfactory to Sublandlord Indemnitee in Sublandlord Indemnitee’s reasonable discretion provided, however, any counsel assigned by Subtenant’s insurer shall be considered acceptable to Sublandlord Indemnitee. Notwithstanding the foregoing, Sublandlord Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of $1,000,000 or more, and Subtenant shall pay the reasonable fees and disbursements of such attorney. Subtenant shall pay to Sublandlord within thirty (30) business days after demand all sums which may be owing to Sublandlord by reason of this Section. Subtenant’s obligations under this Section shall survive the expiration of this Sublease Agreement.

By Sub-Subtenant. Sub-Subtenant shall, except to the extent caused by Sub-Sublandlord’s gross negligence or willful misconduct, indemnify, protect, defend and hold harmless Sub-Sublandlord, the Superior Landlords and their respective affiliates, agents, partners and lenders, from and against any and all claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever (collectively, “Claims”) to the extent arising out of, involving, or in connection with, # the use or occupancy of the Premises by Sub-Subtenant, # the acts or omissions of Sub-Subtenant or any of Sub-Subtenant’s invitees, agents or employees, # any breach of this Sub-Sublease by Sub-Subtenant, and # any violation of Applicable Laws caused by Sub-Subtenant. If any action or proceeding is brought against Sub-Sublandlord or the Superior Landlords by reason of any of the foregoing matters, Sub-Subtenant shall upon notice defend the same at Sub-Subtenant’s expense by counsel reasonably satisfactory to Sub-Sublandlord and the Superior Landlords, as applicable.