Licensee on behalf of itself and its sublicensees and subcontractors shall indemnify, hold harmless, and defend Children’s, its Affiliates and its respective officers, directors, employees, representatives, students, agents, and independent contractors (“Children’s  Indemnitees”) from and against any and all liability, losses, damages, costs, fees, and expenses, of any kind whatsoever in law or in equity, including reasonable attorneys’ fees, expert witness fees, and court costs, (collectively, “Losses”), that such Indemnitees may suffer resulting from any third party claims, demands, or judgments against such Indemnitees arising out of Licensee’s, its Affiliates or its sublicensees’ and/or any other party to whom access to the Licensed Rights are provided by Licensee or its Affiliates: (a) breach of this Agreement or any other agreement of Licensee with a third party relating to the Licensed Technology and/or Licensed Products; (b) exercise or practice of the rights granted hereunder by Licensee, its Affiliates and/or its sublicensees, including the manufacture, sale, offer for sale, importation, keeping, marking or use of Licensed Technology, Licensed Products and product liability relating to the same; (c) negligence, gross negligence or willful misconduct by its or its Affiliates and/or sublicensee, except, in each case of (a), (b), and (c), to the extent that any such claim, demand, or judgment is attributable to: (x) any breach of this Agreement by any Children’s Indemnitees; (y) negligence, recklessness or willful misconduct on the part of any Children’s  Indemnitees; or (z) any breach by any Children’s Indemnitees of any applicable law, rule or regulation.