definiens: and shall mean [COMPANY], Roche and [COMPANY] . Subject to Section 13.3, [COMPANY] sha ll indemnify, defend and hold [COMPANY], Roche, their Aff iliates, their Sublicensees and their respective directors, officers, and employees and the successors and assi gns of any of the foregoing harmless from and against any and all liabilities, damages, settlements, penalties, fine s, costs or expenses ( including, without limitation, reasonable attorneys ’ fees and other reasonable expenses of l itigation ) ( collectively, or ) arising, directly or indirectly out of or in con nection with any Third Party claims, suits, actions, demands or judgments ( ) relating to ( a ) the activities performed by or o n behalf of such Party under this Agreement, ( b ) the activities performed by or on behalf of [COMPANY] to the extent Covered by any [COMPANY] Improvement IP or [COMPANY] For eground IP, including, in the case of [COMPANY] an d its Third Party Licensees and subcontractors hereun der, product liability and infringement claims to t he extent relating to any products Covered by the [COMPANY] Improve ment IP or [COMPANY] Foreground IP and ( c ) breach by [COMPANY] of the representations and warranties un der Article 12, except, in each case, to the extent caused by the negligence or willful misconduct of [COMPANY], Roche or their Affiliates or Sublicensees or any breach o f this Agreement by [COMPANY], Roche or its Affiliates or Sublic ensees