definiens: ) harmless from any and all Losses ( as defined below ) arising out of or resulti ng from a claim by a third party against either par ty based on any action or omission of the indemnifying party ’s agents, employees or officers related to its obliga tions under this Agreement ; provided, however, that the foregoi ng shall not apply if the claim is found to be base d upon the negligence, recklessness or willful misconduct of t he party seeking indemnification . Notwithstanding t he foregoing, PFIZER hereby expressly agrees to indemn ify, defend and hold IMMUCELL and its Representativ es harmless from and against any and all Losses relati ng to claims arising from clinical trials pursued b y PFIZER or its Affiliates or sublicensees, or the sale of Lice nsed Products ( including without limitation product liability claims ) . In addition, IMMUCELL shall indemnify, def end and hold PFIZER and its Representatives harmles s from and against any and all Losses arising out of or resulting from a claim by a third party that IMMUCELL breached or vi olated any terms or conditions involving or relatin g to those certain license agreements dated as of Decemb er 30, 1999, April 12, 2000, and February 1, 2002, as amended, between IMMUCELL and Nutrition 21 ( the ), the [ * * * ] Agreement, and that certain Development Agreement dated March 19, 2003 between IMMUCELL and [ * * * ]