definiens: ) from and against all Claims ( as defined in Section 9.1 ) brought by t hird Party against a UG Indemnitee, arising out of or relating to : ( a ) the performance by SGX of the Collaboration ; ( b ) the exercise by SGX of the right s granted SGX under this Agreement ; ( c ) a material breach by SGX of its obli gations under this Agreement ; ( d ) a breach of SGX 's representations and warrantie s under Section 10 ; ( e ) any Products developed, manufactured, use, sold or othe rwise distributed by or on behalf of SGX, its Affiliates or permitted sublicen sees pursuant to Article 5, ( including without limitation, product liability cl aims ) ( f ) the handling, storage or transfer by SGX of materials provided by UG to SGX hereunder ; ( g ) the negligence or willful misconduct of SGX, or ( h ) a c laim that the use by SGX or UG of the SGX Background Technology, infringes the intellectual property rights of a Third Party, except, in each case, to the exte nt due to the gross negligence or willful misconduct of a UG Indemnitee