Indemnification by Denali. Denali shall defend, indemnify and hold harmless ​ and their respective officers, directors, shareholders, employees and agents from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or in any way attributable to # the inaccuracy or breach of any representation, warranty, or covenant made by Denali under this Agreement, # the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products by or on behalf of Denali, # the negligence or willful misconduct of Denali or its respective officers, directors, employees or agents, or # Denali’s failure to comply with Applicable Law with respect to the manufacture, use, labeling, importation or marketing of Licensed Products; in each case except to the extent that such Losses are attributable to # ​’s breach of any representation, warranty, or covenant made by ​ under this Agreement, # ​’s breach of its obligations under this Agreement, and/or # the negligence or willful misconduct of ​, its Affiliates or their respective officers, directors, employees, or agents.

Confidential 9.2 Indemnification by ​. ​ shall defend, indemnify and hold harmless Denali and its respective officers, directors, employees and agents from and against any and all Losses arising out of or in any way attributable to # the inaccuracy or breach of any representation, warranty, or covenant made by ​ under this Agreement, or # the negligence or willful misconduct of ​, its Affiliates, or their respective officers, directors, employees, or agents; in each case except to the extent that such Losses are attributable to # Denali’s breach of any representation, warranty, or covenant made by Denali under this Agreement, # Denali’s breach of its obligations under this Agreement, and/or # the negligence or willful misconduct of Denali or its respective officers, directors, employees or agents.