Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers from and against any and all Losses based upon, arising out of or otherwise in respect of: # any inaccuracies in or any breach of any representation or warranty of the Buyer contained in Article 6, and # any breach of any covenant or agreement of the Buyer contained in this Agreement (including any schedule attached hereto).

Indemnification by Buyer. In the event of any registration of any Registrable Securities of Buyer under the Securities Act pursuant to this Agreement, Buyer will, and hereby does, indemnify and hold harmless the Holders against any losses, claims, damages or liabilities, to which the Holder may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or any prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Buyer will reimburse the Holders for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that Buyer shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any prospectus contained therein, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished to Buyer in writing or electronically specifically stating that it is for use in the preparation thereof (it being understood that the Holders have approved the Questionnaire for this purpose). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder and shall survive the sale of such securities by the Holder.

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:

Indemnification by Buyer. Subject to the terms and conditions of this ARTICLE 6, Buyer will indemnify and hold harmless each Seller, their respective Affiliates, and their respective successors and assigns (the “Seller Indemnitees”) from and against the entirety of any Adverse Consequences they may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this ARTICLE 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by # any breach or inaccuracy of any representation or warranty made in Section 2.2 of this Agreement or in any Ancillary Agreement, and # any breach of any covenant or agreement of Buyer in this Agreement or in any Ancillary Agreement.

Indemnification by Buyer. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, Buyer shall indemnify Seller, its Affiliates, and their Representatives (each, a “Seller Indemnified Party”) against any and all Losses incurred by such Seller Indemnified Party, to the extent arising or resulting from any of the following:

Indemnification by Buyer. Subject to the other provisions of this Article 6, Buyer will indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, employees, representatives, agents and shareholders (collectively, the “Seller Indemnified Parties”) and shall reimburse the Seller Indemnified Parties for any Damages, to the extent caused by or arising from # any breach of any representation or warranty of Buyer in this Agreement or the Patent Assignment, # any breach of any covenant or agreement of Buyer in this Agreement or the Patent Assignment, or # any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers from and against any and all Losses based upon, arising out of or otherwise in respect of: # any inaccuracies in or any breach of any representation or warranty of the Buyer contained in this Agreement (including those set out in any schedule or exhibit attached hereto), and # any breach of any covenant or agreement of the Buyer contained in this Agreement (including those set out in any schedule or exhibit attached hereto).

Indemnification by Buyer. From and after the Closing, Buyer will indemnify, defend and hold Seller and its Affiliates, and their respective directors, officers, employees and agents harmless for, from and against any and all Damages to the extent arising out of or resulting from # any breach of Buyer’s representations, warranties, covenants or obligations under this Agreement or any certificate delivered by Buyer hereunder, # Buyer’s grossly negligent and/or wrongful acts, omissions or misrepresentations, regardless of the form of action, in connection with this Agreement, and/or # Buyer’s, its Affiliates’, or any subsequent transferee’s use of the Transferred Rights after Closing.

Indemnification by Buyer. Buyer will indemnify, defend and hold Seller, BPI, and their Affiliates, and their respective directors, officers, employees and agents harmless for, from and against any and all Damages arising out of any Claims resulting from # any breach, of Buyer’s representations, warranties, covenants or obligations under this Agreement, # Buyer’s grossly negligent, fraudulent and/or wrongful acts, omissions or misrepresentations, regardless of the form of action, in connection with this Agreement and the transactions contemplated hereunder, and # Buyer’s, its Affiliates’, or any subsequent transferee’s use of the Priority Review Voucher.

Indemnification by Buyer. Subject to the survival periods set forth in [Section 9.4] (Survival), Buyer hereby agrees to defend, indemnify and hold Seller harmless from and against any and all Losses, arising out of or in connection with # any breach of a representation or warranty made by Buyer in this Agreement, or in any Exhibit or other document or instrument attached hereto or delivered by Buyer in connection with this Agreement; # any breach of a covenant, agreement or undertaking of Buyer in this Agreement or in any Exhibit or other document or instrument attached hereto or delivered by Buyer in connection with this Agreement, including the Transaction Documents, # any claims arising for injuries or death to persons or damage to property arising or claimed to arise from products shipped or delivered by Buyer after the Closing Date, subject to Section 3.2 (Excluded Liabilities); and # any claims made against Seller relating to matters occurring after the Closing Date and relating to, or involving, the conduct by Buyer of the Business herein sold, except for such claims for which Seller is required to indemnify any Buyer Indemnified Party pursuant hereto.