definiens: means, with respect to a Party, such Party 's Affiliates, and its and their officers ) dlrectors, shareholders, successors, assigns, agents, employees and ir.surcrs to the extent the same become subject to a claim in such capacity, 10,2 l : belsea Indemnification . Chelsea shall indemnify, defend and hold hannless Active Biotech and its Indemnified Panics from and against any and all liability, c!aims, damage, Joss, or expense ( including reasonable attorneys ' fees ) resulting from any Third Palty cldims made or legal proceedjngs instituted against Active Biotech or any of its Indemnified Parties whlch arise out of or result from ( a ) the [ final De .... : .eJ ~ D-1 or Conunprcia}ization o(the PrmkQJ by or on behalf of Chelsea with respect to the Chclse.a TC1Ti{ory, incbding ar : y claims or [ -om a ~Jlstomc ( . ? usc { ) .f.such P.roduct }, or ( b ) any actual or alleged breach by Chelsea of this Agreement, except, in each case . to the extcnt Active Biotech is obligated to indemnify and hold hannlcss Chelsea and its Indemnit1ed Partics therefrom pursuant to Section 10.1