Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless Ovid, its Affiliates, and licensees and their respective directors, officers, employees, and agents (each, a “Ovid Indemnitee”) from and against any and all Losses to which any Ovid Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party to the extent such Losses arise out of: # the Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Licensee or its Affiliates or Sublicensees or the contractor of any of them, # the negligence or willful misconduct of any Licensee Indemnitee, or # the breach by Licensee of any warranty, representation, covenant, or agreement made by Licensee in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities for which Ovid is obligated to indemnify any Licensee Indemnitee(s) under Section 12.1.

Indemnification by Licensee. Subject to Section 13.4 (and notwithstanding any other indemnification obligation assumed by Licensee under this Agreement), Licensee agrees to indemnify and hold Bioeq harmless from and against all Claims for Losses to the extent arising out of or related to:

Licensee shall, and shall require its Sublicensees to, defend, indemnify and hold Institutions and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Institutions Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to # this Agreement including # the development, testing, use, manufacture, promotion, sale or other disposition of any Product (including any product liability claim), # any enforcement action or suit brought by Licensee against a Third Party for infringement of Institutions Patent Rights, # any claim by a Third Party that ​ the design, composition, manufacture, use, sale or other disposition of any Product, infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such Third Party, # any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees and # Licensee’s gross negligence or willful misconduct, provided that Licensee’s obligations pursuant to this [Section 7.1] shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Institutions Indemnitees, in each case as determined by a court of law.

Indemnification by Licensee. Licensee shall hold harmless the Acorda Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim arising out of # any actual or alleged death, personal bodily injury or damage to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, the Compound or the Licensed Product Exploited by or on behalf of Licensee or its Affiliates or Third Party Distributors, including any product liability claims; # any actual or alleged infringement or unauthorized use or misappropriation of any Patent Right or other intellectual property right of a Third Party with respect to the activities of Licensee or its Affiliates or Third Party Distributors hereunder; # any breach by Licensee of its representations, warranties or covenants made under this Agreement or the Supply Agreement; or # any negligent act or omission or willful misconduct of Licensee or its Affiliates or Third Party Distributors or any of their employees, contractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement or the Supply Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that any such Losses # are attributable to the negligence or willful misconduct of the Acorda Indemnitees, or # are otherwise subject to an obligation by Acorda to indemnify the Licensee Indemnitees under Section 11.2.

Indemnification by Licensee . Each Licensee does hereby jointly and severally indemnify and hold harmless THL and its respective Affiliates, including, without limitation, their current, future and former respective directors, officers, employees, agents, trustees, and representatives (each, an “Indemnified Party”) from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses), whether incurred in any action or proceeding between the parties hereto, or otherwise, which an Indemnified Party may incur or be obligated to pay in any action, claim or proceeding, for or by reason of any acts, whether of omission or commission, that may be committed by Licensee (which for purposes of this Section 9.1, includes its Affiliates) or any of their servants, agents or employees in connection with Licensee’s performance of this Agreement, including but not limited to:

Indemnification by Licensee. Licensee agrees to indemnify, hold harmless and defend [[NanoTx:Organization]] and its respective officers, directors, employees, contractors, agents and assigns (each, a “[[NanoTx:Organization]] Indemnitee”), from and against any Claims arising or resulting from: # the Development of a Licensed Product by Licensee, its Affiliates, or Sublicensees, # the Commercialization of a Licensed Product by Licensee, its Affiliates, or Sublicensees, # the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates, or Sublicensees, # breach by Licensee of any representation, warranty or covenant as set forth in this Agreement or # breach by Licensee of the scope of the license set forth in this Agreement, except to the extent such Claims arise from the breach of this Agreement of, or the negligence or willful misconduct of, any [[NanoTx:Organization]] Indemnitee.

Indemnification by Licensee. Licensee shall defend, indemnify and hold Institute and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Institute Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims and suits related to # this Agreement or any Sublicense, including # the development, testing, use, manufacture, promotion, sale or other disposition of any Licensed Product (including any product liability claim), excluding any activities relating to Autologous CTL Products prior to the exercise of the Option, or following reversion to Institute pursuant to [Section 7.3] and/or [Section 9.6], # any enforcement action or suit brought by Licensee against a Third Party for infringement of the Patent Rights, # any claim by a Third Party that the practice of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such Third Party, # any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees and # Licensee’s negligence, omissions or willful misconduct, provided that Licensee’s obligations pursuant to this Section 15.1 shall not apply to the extent such claims or suits result from the negligence, gross negligence or willful misconduct of any Institute Indemnitees as determined by a court of law.

Procedure. To be eligible to be Indemnified hereunder, ​

Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless Ovid, its Affiliates, and licensees and their respective directors, officers, employees, and agents (each, a “Ovid Indemnitee”) from and against any and all Losses to which any Ovid Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party to the extent such Losses arise out of: # the Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Licensee or its Affiliates or Sublicensees or the contractor of any of them, # the negligence or willful misconduct of any Licensee Indemnitee, or # the breach by Licensee of any warranty, representation, covenant, or agreement made by Licensee in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities for which Ovid is obligated to indemnify any Licensee Indemnitee(s) under Section 12.1.

Indemnification by Licensee. Licensee will indemnify, defend and hold harmless MSD and its Affiliates, and each of its and their respective employees, officers, directors, agents, successors and assigns (each, a “MSD Indemnified Party”) from and against any and all liability, loss, damage, cost and expense (including reasonable attorneys’ fees) (collectively, a “Liability”) arising out of or related to claims, allegations, suits, actions or proceedings asserted by any Third Party (each, a “Third Party Claim”) to the extent arising out of or relating to # the Development, Manufacture, Commercialization or other use or disposition of Compound or Product by or on behalf of Licensee, its Affiliates or sublicensees (including any Third Party Claims arising out of or relating to any Product withdrawals or recalls) during the Term, # any breach by Licensee of any of its representations, warranties or covenants under this Agreement, or # the negligence or willful misconduct of Licensee, its Affiliates or sublicensees, or their respective employees, officers, directors or agents in performing any activities or obligations hereunder. Notwithstanding the foregoing, Licensee will have no obligation under this Agreement to indemnify, defend or hold harmless any MSD Indemnified Party against any such Third Party Claim to the extent resulting from the gross negligence or willful misconduct of MSD or any other MSD Indemnified Party or to the extent resulting from MSD’s breach of its obligations, representations, warranties or covenants under this Agreement.