FORM OF SUBLICENSE
10. WARRANTIES and INDEMNITY
10.3 Indemnity. The Sublicensee hereby agrees to indemnify MPP and MEDIGEN and their respective officers, directors, shareholders, representatives, agents, employees, successors and assigns (each an “Indemnified Person”) against any and all suits, claims (whether or not successful, compromised or settled), actions, demands, proceedings, judgments, liabilities, expenses and/or losses, including reasonable legal expense and attorneys’ fees (“Losses”), that arise in connection with (i) the Sublicensee’s breach of this Agreement; or (ii) the Sublicensee’s exercise of its rights pursuant to this Agreement (including for the avoidance of doubt any product liability claim relating to the Products manufactured by or on behalf of the Sublicensee pursuant to this Agreement), provided that the indemnification obligation established in this Clause shall not apply to the extent such Losses arise out of negligence or willful misconduct by MPP or MEDIGEN and their respective officers, directors, shareholders, representatives, agents, employees, successors and assigns.