definiens: ), against all Third Party Claims ( as defined herein ) and expenses ( including legal expenses and reasonable a ttorney ’s fees ) arising out of the death of or inju ry to any person or persons, or out of any damage to p roperty, against any infringement or misappropriation of intellectual property and again st any other claim, proceeding, demand, expense and liability of any kind whatsoever arising out of or in connection with this Agreement, or resulting fro m the production, manufacture, sale, use, lease, cons umption, or advertisement of Licensed Products or Licensed Services hereunder or from a breach by LIC ENSEE of any of its representations, warranties or obligations under this Agreement, provided however, that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, result s from, or is increased by ( a ) fraud, the material breach of this Agreement by MSK, or ( b ) MSK ’s gross negligenc e or willful misconduct . The Indemnitees agree to provide LICENSEE with prompt written notice of a ny claim, suit, action, demand, or judgment for which indemnification is sought under this Agreemen t. LICENSEE agrees, at its own expense, to provide attorneys reasonably acceptable to MSK and MIT to defend against any such claim . The Indemnitees shall reasonably cooperate with LICENSE E in such defense and will permit LICENSEE to conduct and control such defense and the dispositio n of such claim, suit, or action ( including all decisions relative to litigation, appeal, and settl ement ) ; provided, however, that any Indemnitee shal l have the right to retain its own counsel, at the ex pense of LICENSEE, if representation of such Indemnitee by the counsel retained by LICENSEE woul d be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel