definiens: ) shall indemnify the other ( the ) forany and all Liability or Loss ( as defined below ) it incurs from any and allclaims, suits, demands or proceedings ( collectively referred to as ) brought against it by unrelated third parties for personal injury, death, ordamage to real or personal property arising out of the Indemnitor 's negligence, willful misconduct or breach of warranty under this Agreement . Without limiting Page 15 < PAGE > the foregoing, AMO agrees to indemnify and defend [COMPANY] for any Liability orLoss [COMPANY] incurs from any Claim brought against [COMPANY] alleging thatAllergan has infringed the intellectual property rights of a third party byvirtue of properly performing its obligations to manufacture Products pursuantto Packaging and Labeling Specifications and the Product(s ) Specifications underthis Agreement . For purposes of indemnification under this section, or shall include, but shall not be limited to, all defense costs, settlement costs, court costs, damages, interests, penalties, judgments, expenses, and reasonable fees of attorneys and professionals . The parties agreethat the Indemnitee shall only be entitled to such indemnification if : ( a ) theIndemnitee had, at its own expense, promptly given the Indemnitor written noticeof such Claims upon their filing or creation ; and ( b ) the Indemnitor had beengranted the right to take control of the settlement and defense of such Claimswith counsel reasonably acceptable to the Indemnitee in exchange for theIndemnitor 's written agreement to accept the defense and all liability for theclaim without reservation . The Indemnitee shall at all times reasonablycooperate in the settlement and defense of all Claims and shall make availableall records, materials and other relevant matter reasonably requested by theIndemnitor in connection with such Claims . No party shall have the right tosettle any Claims in a manner that materially diminishes the rights or interestsof the other without that party 's prior written consent, which shall not beunreasonably withheld or delayed . The Indemnitor shall not be liable for anysettlement made without its prior written consent . These indemnificationobligations shall survive the expiration or termination of this Agreement