CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
11.1 Indemnification. ASOthera will defend, indemnify, and hold harmless CSHL, and its trustees, officers, faculty, agents, employees and students (each, an Indemnified Party) from and against any and all liability, loss, damage, action, claim, or expense suffered or incurred by the Indemnified Parties, including attorneys fees and expenses (collectively, Liabilities), arising out of or resulting from:
(A) any third party claim arising out of or resulting from the development, testing, use, manufacture, promotion, sale or other disposition of any Licensed Patent Rights, Licensed Know-how or Licensed Products by ASOthera, its Affiliates, sublicensees, sublicensees Affiliates, assignees or vendors or associated Third Parties;
(B) any third party claim arising out of or resulting from any material breach of this Agreement by ASOthera or its Affiliates, sublicensees or sublicensees Affiliates; and
(C) the enforcement of this Article 11 by any Indemnified Party.
Liabilities include, but are not limited to: (1) any product liability or other claim of any kind related to use by a third party of a Licensed Product that was manufactured, sold or otherwise disposed of by ASOthera, or its Affiliates, sublicensees, sublicensees Affiliates, assignees, vendors or Third Parties; (2) a claim by a third party that the Licensed Patent Rights, Licensed Know-how or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party (provided that the foregoing will not include any challenge to the validity or enforceability of any Valid Claim by any of ASOtheras sublicensees or such sublicensees Affiliates); and (3) a claim by a third party arising out of or resulting from clinical trials or studies conducted by or on behalf of ASOthera, or its Affiliates, sublicensees, sublicensees Affiliates, assignees, vendors or associated Third Parties relating to the Licensed Patent Rights, Licensed Know-how or the Licensed Products, such as claims by or on behalf of a human subject of any such trial or study.
However, the foregoing will not apply to the extent any such Liabilities result or arise from the negligence, willful misconduct, or violation of applicable law of any Indemnified Party, or from any breach by CSHL of its representations or warranties contained in this Agreement.
11.2 Other Provisions. The obligation of ASOthera to indemnify, defend and hold harmless under this Article 11 will be contingent upon timely notification by CSHL to ASOthera of the claim or action; the tender by CSHL to ASOthera of full control over the conduct and disposition of the claim or action; and reasonable cooperation by CSHL in the defense of the claim or action. ASOthera will not settle or compromise any claim or action giving rise to Liabilities in any manner that imposes any restrictions or obligations on CSHL without CSHLs prior written consent. If ASOthera fails or declines to assume the defense of any claim or action within forty-five (45) days after notice of the claim or action, then CSHL may assume the defense of such claim or action for the account and at the risk of ASOthera, and any Liabilities related to such claim or action will be conclusively deemed a Liability of ASOthera. The indemnification rights of the Indemnified Parties under this Article 11 are in addition to all other rights that an Indemnified Party may have at law, in equity or otherwise.