Indemnification by SYROS. SYROS shall defend, indemnify and hold harmless each of QIAGEN, its Affiliates, and each of its and their respective directors, officers, employees and agents, together with the successors and assigns of any of the foregoing (each, a “QIAGEN Indemnitee”) from and against any and all Claims and Liabilities to the extent arising out of or in connection with # a SYROS Indemnitee’s negligence or wilful misconduct; # a SYROS Indemnitee’s violation of Applicable Law; # personal injury or death caused by the defective design or manufacture of a SYROS Product, # personal injury or death to a Clinical Trial subject resulting from use or administration of a SYROS Product, # the breach of any covenant, representation or warranty of SYROS contained in this Agreement, # the infringement or misappropriation of any Intellectual Property right of a third party caused by a SYROS Biomarker, # the infringement or misappropriation of any Intellectual Property right of a third party as a result of the development, manufacture or Commercialization of any SYROS Product (excluding to the extent resulting from Third Party Biomarker IP for which QIAGEN has assumed responsibility pursuant to a Schedule), and # the infringement or misappropriation of any Third Party Biomarker IP other than that for which QIAGEN has assumed responsibility pursuant to a Schedule; provided, however, that SYROS’s obligations under this Section 17.2 shall be excused to the extent that such Liabilities arise out of a Claim to which a SYROS Indemnitee is entitled to indemnification under Section 17.1.

Indemnification by MSD. MSD will indemnify, defend and hold harmless Licensee and its Affiliates, and each of its and their respective employees, officers, directors, agents, successors and assigns (each, an “Licensee Indemnified Party”) from and against any Liability to the extent arising out of or related to a Third Party Claim arising out of or relating to # the Development, Manufacture, Commercialization or other use or disposition of Compound or Product by or on behalf of MSD or its Affiliates prior to the Effective Date or after the Term; # any breach by MSD of any of its representations, warranties or covenants under this Agreement or # the negligence or willful misconduct of MSD or its Affiliates, or their respective employees, officers, directors or agents in performing any activities or obligations hereunder. Notwithstanding the foregoing, MSD will have no obligation under this Agreement to indemnify, defend or hold harmless any Licensee Indemnified Party with respect to any such Third Party Claim to the extent resulting from the gross negligence or willful misconduct of Licensee or any other Licensee Indemnified Party or to the extent resulting from Licensee’s breach of its obligations, representations, warranties or covenants under this Agreement.

Indemnification by INNOCOLL. INNOCOLL hereby agrees to Indemnify [[DURECT:Organization]] and its Affiliates, and its and their agents, directors, officers and employees (the “[[DURECT:Organization]] Indemnitees”) from and against any and all Losses resulting from Third-Party Claims against any [[DURECT:Organization]] Indemnitees arising out of # a breach of any of ​, # the ​, or # the ​ of any ​. INNOCOLL’s obligation to Indemnify the [[DURECT:Organization]] Indemnitees pursuant to this Section 9.4(b) shall not apply to the extent ​.

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.

Indemnification by Ovid. Ovid hereby agrees to defend, indemnify, and hold harmless Licensee and its Affiliates and their respective directors, officers, employees, and agents (each, a “Licensee Indemnitee”) from and against any and all liabilities, expenses, and losses including any product liability, personal injury, property damage, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”) to which any Licensee 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 or result from: # the Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Ovid or its Affiliates or licensees or the contractors of any of them (excluding any activities by or on behalf of Licensee or its Affiliates or Sublicensees), # the negligence or willful misconduct of any Ovid Indemnitee, or # the breach by Ovid of any warranty, representation, covenant, or agreement made by Ovid in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities for which Licensee is obligated to indemnify any Ovid Indemnitee(s) under Section 12.2.

. Ovid hereby agrees to defend, indemnify and hold harmless Takeda and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, a “Takeda Indemnitee”) from and against any and all claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees (collectively, the “Losses”), to which any Takeda Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Claim alleges Losses arising directly or indirectly out of # the breach by Ovid of any warranty, representation, covenant or agreement made by Ovid in this Agreement or any Ancillary Agreement, # the willful misconduct or grossly negligent acts of any Ovid Indemnitee or # the practice by Ovid or its Affiliates or its sublicensees of any license granted to it under [Section 2.3(c)(iv)]; except to the extent such Losses arise directly or indirectly from a breach by Takeda described in Section 14.2.

Indemnification by QIAGEN. QIAGEN shall defend, indemnify and hold harmless each of SYROS, its Affiliates and their respective directors, officers, employees and agents, together with the successors and assigns of any of the foregoing (each, a “SYROS Indemnitee”) from and against any and all third party claims, suits, actions, demands or judgments (collectively, “Claims”) and any and all resultant liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees) (“Liabilities”) to the extent that such Claims and Liabilities arise out of or in connection with # a QIAGEN Indemnitee’s negligence or wilful misconduct; # a QIAGEN Indemnitee’s violation of Applicable Law; # personal injury or death caused by defective design or manufacture of the Clinical Trial Assay or QIAGEN IVD hereunder, # the breach of any covenant, representation or warranty of QIAGEN contained in this Agreement, # the infringement or misappropriation of any Intellectual Property right of a third party as a result of the development, manufacture or Commercialization of any QIAGEN IVD (excluding to the extent resulting from:

Indemnification by Ovid. Ovid hereby agrees to defend, indemnify, and hold harmless Licensee and its Affiliates and their respective directors, officers, employees, and agents (each, a “Licensee Indemnitee”) from and against any and all liabilities, expenses, and losses including any product liability, personal injury, property damage, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”) to which any Licensee 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 or result from: # the Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Ovid or its Affiliates or licensees or the contractors of any of them (excluding any activities by or on behalf of Licensee or its Affiliates or Sublicensees), # the negligence or willful misconduct of any Ovid Indemnitee, or # the breach by Ovid of any warranty, representation, covenant, or agreement made by Ovid in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities for which Licensee is obligated to indemnify any Ovid Indemnitee(s) under Section 12.2.

Indemnification by Coya. Coya shall indemnify, defend and hold harmless ARScience Bio, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “ARScience Bio Indemnitees”), from and against all liabilities, damages, losses and expenses (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the ARScience Bio Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including personal injury and product liability matters (collectively, “Third Party Claims”), to the extent arising out of:

Indemnification by Buyer . Subject to the terms set forth in this [Article IX], Buyer shall indemnify, defend and hold harmless Sellers and their respective successors, heirs and permitted assigns (“Seller Indemnified Persons”), from and against any and all Damages suffered or incurred by any Seller Indemnified Person by reason of, arising out of or based upon: