definiens: ) from any Losses ( as defined in Section 8.1 ) incurred by any Caliper Indemnitee in connection with ( a ) any breach of any representation, warranty or covenant under this Agreement, or ( b ) any claim, demand, law suit or other action or proceeding by any third party against any Caliper Indemnitee that arises from or occurs as a result of personal injury or property damage and it is determined that such Losses were caused by a design defect, materials defect or faulty workmanship in Systems or Components ( other than Caliper Products ) sold by Bio - Rad, provided that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of ( i ) the [ gross negligence or intentional misconduct ) of Caliper or its Affiliates, ( ii ) Caliper 's use of any materials supplied to Caliper by Bio - Rad in violation of any reasonable restrictions on use imposed by Bio - Rad, or ( iii ) Caliper 's unauthorized modification, transfer or use of any such materials