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. 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:

Indemnification of Licensee. [[AstraZeneca:Organization]] shall indemnify Licensee, its Affiliates and their respective directors, officers, employees and agents (the “Licensee Indemnitees”) and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: # the breach by [[AstraZeneca:Organization]] of any representation, warranty, covenant, or obligation under this Agreement, including the enforcement of Licensee’s rights under this Section 8.2; or # the gross negligence or willful misconduct on the part of [[AstraZeneca:Organization]] or its Affiliates or its or their respective directors, officers, employees or agents in performing its obligations under this Agreement, except, in each case ((a) and (b)), for those Losses for which Licensee has an obligation to indemnify [[AstraZeneca:Organization]] pursuant to Section 8.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

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.

Procedure. To be eligible to be Indemnified hereunder, ​

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 of Licensee. Licensor shall indemnify and hold harmless each of Licensee, its Affiliates and Sublicensees and the directors, officers and employees of Licensee, its Affiliates and Sublicensees and the successors and assigns of any of the foregoing (the “Licensee Indemnitees”), from and against any and all Liabilities from any Third Party Claims incurred by any Licensee Indemnitee, arising from, or occurring as a result of: # the Development, Manufacturing, Commercialization or other Use of any Compounds and Product by Licensor, its Affiliates or Sublicensees in the Licensor Territory, including any products liability claim arising therefrom (or following termination of this Agreement, anywhere in the world); # any Post-Approval Marketing Studies sponsored by Licensor in the Licensee Territory in accordance with [Article 4.1(b), (c)] the gross negligence or wrongful intentional acts or omissions of Licensor, its Affiliates, subcontractors or Sublicensees; # Clinical Studies sponsored by or on behalf of Licensor in the Licensee Territory, including any products liability claim arising therefrom, # breach by Licensor of any representation, warranty, obligation or covenant as set forth in this Agreement, or # the practice by Licensor of the intellectual property rights licensed to Licensor by Licensee outside the scope of the licenses granted to Licensor as set forth in this Agreement.

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 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.

Indemnification of Licensee. [[AstraZeneca:Organization]] shall indemnify Licensee, its Affiliates and their respective Sublicensees, directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: # the breach of any representation, warranty, covenant or other term of this Agreement by [[AstraZeneca:Organization]]; # the fraud, gross negligence or willful misconduct on the part of [[AstraZeneca:Organization]] or its Affiliates or their respective directors, officers, employees or agents in performing its or their obligations under this Agreement, as applicable; or # the Exploitation by or on behalf of [[AstraZeneca:Organization]] or any of its Affiliates or its or their sub/licensees of any Licensed Compound or Licensed Product prior to the Effective Date of after a reversionary event under Article 9; except, in each case of clauses (a), (b), and (c) for those Losses for which Licensee has an obligation to indemnify [[AstraZeneca:Organization]] pursuant to Section 8.1 (Indemnification of [[AstraZeneca:Organization]]), as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.