Indemnification by Customer. Subject to Clause 11.5, Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza Indemnitees may suffer as a result of any Third-Party claim arising directly out of:

Indemnification by Customer. Subject to the terms and conditions of this Agreement, including without limitation the Conditions of Indemnification provision below ([Section 17e]), Customer shall defend, indemnify and hold harmless [[Illumina:Organization]], its Affiliates, their collaborators and development partners that contributed to the development of the Products, and their respective officers, directors, representatives and employees (“[[Illumina:Organization]] Indemnitee(s)”), against any third party claims, causes of action, and all liabilities, damages, fines, penalties, causes of action, and losses of any and every kind (“Claim”), including without limitation, claims relating to or arising out of personal injury or death, and claims relating to or arising out of infringement of a third party’s Intellectual Property Rights, to the extent a Claim results from, relates to, or arises out of # Customer’s breach of any term or condition, including breach of a representation or warranty made hereunder or included in this Agreement, # Customer’s use of the Product outside of the scope of the rights, license(s), and permissions expressly granted to Customer with respect to such Product pursuant to Section 3 (Rights Accompanying Purchase), # Customer’s use of a Product not in accordance with its Documentation or Specifications, # any of the activities in [(i) through (vii)] of Excluded Claim, # Customer’s failure to obtain and maintain Regulatory Approvals, or # any unauthorized use of the Products in any manner, or for any purpose that requires rights to Affiliate Application Specific IP, Application Specific IP, or Third Party IP.

By Customer. Customer shall not use, in any capacity, in connection with the performance of its obligations under a TDP or the exercise of its rights or licenses granted hereunder, any Person who either has been debarred by the FDA, is the subject of a conviction described in [Section 306] of the FD&C Act or is subject to any such similar sanction. Customer shall inform Ginkgo in writing promptly upon learning that it or any Person that is performing, or has performed, activities under a TDP, or in connection with the exercise by Customer or any of its Affiliates of Customer’s rights or licenses granted hereunder, is debarred or is the subject of a conviction described in [Section 306] of the FD&C Act or if any action, suit, claim, investigation or legal or administrative proceeding is pending, or is threatened, relating to the debarment or conviction of Customer, any of its Affiliates or any such Person.

By Customer. Notwithstanding Section 9.1, as between the Parties, Customer will solely and exclusively own all right, title and interest in and to ​ Collaboration Strain ​, such Collaboration Strain, but subject to the rights and license granted to Ginkgo and its Affiliates under Section 10.2 of this TSA. Ginkgo, for itself and on behalf of its Affiliates, licensees and sublicenses, and the employees, subcontractors, consultants and agents of any of the foregoing, hereby assigns to Customer (and, to the extent such assignment can only be made in the future, hereby agrees to assign), all right, title and interest in and to each of the foregoing. Ginkgo will cooperate, and will cause the foregoing persons and entities to cooperate, with Customer to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other documents consistent with such ownership.

Indemnification by Customer. Customer shall indemnify [[Lonza:Organization]], its Affiliates, and their respective officers, employees and agents (“[[Lonza:Organization]] Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that [[Lonza:Organization]] lndemnitees may suffer as a result of any Third Party claim arising directly out of ​; except, in each case, to the extent that such claims resulted from the negligence, intentional misconduct or breach of this Agreement by any [[Lonza:Organization]] Indemnitees. Notwithstanding the foregoing, Customer shall have no obligations under this clause 12.2 for any liabilities, expenses, or costs to the extent arising out of or relating to claims covered under clause 12.1.

Indemnity by Customer. Customer agrees to indemnify and hold harmless Supplier, its Affiliates, and the respective current, future and former officers, directors, members, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing persons or entities (the “Supplier Indemnitees”) on demand, from and against any and all Losses incurred by any of them, and shall defend the Suppler Indemnitees against all Claims arising from or in connection with:

Indemnification by Customer. Subject to Clause 11.5, Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza Indemnitees may suffer as a result of any Third-Party claim arising directly out of:

Overpayment by Customer. Subject to Sections 7.1 and 7.3, upon a periodic cost true-up with respect to certain ​ costs within the Technical Services Charges as more specifically set forth in Exhibit F (Customer Pricing), the true costs for the applicable Technical Services Charges will be retroactively applied to the covered period. Amounts overpaid by Customer for the covered period will be refunded in the same method as payment was made by Customer (i.e., applied back to the Prepayment balance or refunded in cash depending on the method of original payment). Overpaid amounts refunded pursuant to such true-up will not be deemed an over-charge or over-payment for purposes of Customer’s audit reimbursement rights under Section 8.4.

Indemnification by Customer. Customer shall indemnify [[Lonza:Organization]], its Affiliates, and their respective officers, employees and agents (“[[Lonza:Organization]] Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that [[Lonza:Organization]] lndemnitees may suffer as a result of any Third Party claim arising directly out of ​; except, in each case, to the extent that such claims resulted from the negligence, intentional misconduct or breach of this Agreement by any [[Lonza:Organization]] Indemnitees. Notwithstanding the foregoing, Customer shall have no obligations under this clause 12.2 for any liabilities, expenses, or costs to the extent arising out of or relating to claims covered under clause 12.1.

By Customer. Customer represents and warrants that it owns and has good title to, and covenants that it shall continue to own and have good title to, the Equipment free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance, other than the security interest granted hereunder in favor of Compute North. Customer further represents and warrants that neither it nor any of its subsidiaries nor, to Customer’s knowledge, any director, officer, agent, employee, affiliate, or person acting on behalf of Customer or its subsidiaries: has violated or will violate any applicable anti-bribery or anti-corruption Law, including the U.S. Foreign Corrupt Practices Act; has violated or will violate any applicable money laundering Laws; or is or will become subject to any U.S. sanctions administered by the Office of Foreign Asset Control of the U.S. Treasury Department.