Licensee will defend, indemnify, and hold Licensor harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to this Agreement or any Purchase Contract, or any activities of Licensee concerning the Licensed Products or Gevo Biocatalysts, including, but not limited to, (a) Licensee’s breach of this Agreement, (b) Licensee’s violation of any applicable Laws, or otherwise engaging in unethical business practices, in the course of manufacturing, offering for sale, selling, or providing the Licensed Products, (c) Licensee engaging in activities with respect to the Licensed Products which damage, tarnish, or prejudice the reputation of Licensor or its licensors, or Licensor’s industry, in Licensor’s sole discretion, (d) Licensee’s failure to implement or comply with security procedures to protect the Confidential Information included in Licensed Know-How, Licensed Patents, or Gevo Biocatalysts, (e) claims by Customers, or (e) Licensee’s use, storage or disposal of Gevo Biocatalysts. Licensor will notify Licensee promptly of any claim for which Licensor believes it is entitled to indemnification under this Section and which Licensor desires Licensee to defend. However, Licensor’s failure to provide such notice or delay in providing such notice will relieve Licensee of its obligations under this Section only if and to the extent that such delay or failure materially prejudices Licensee’s ability to defend such claim.  Licensor will have the right to participate in the defense of such claim with its own counsel and at its own expense.  Licensor will cooperate with Licensee, at Licensee’s reasonable request and at Licensee’s expense, in the defense of such claim.  No settlement of a claim will be binding on Licensor without Licensor’s prior written consent.