Common use of Indemnification of Recipient Clause in Contracts

Indemnification of Recipient. XENOGEN, at its expense, shall indemnify, defend and hold RECIPIENT and its directors, officers, employees and agents (the “RECIPIENT Indemnitee(s)”) harmless from and against all liabilities, claims, demands and expenses (including without limitation reasonable attorneys’ fees and other costs of litigation) of any action, suit or proceeding brought against RECIPIENT which alleges that any Material infringes any copyright, patent or any intellectual property right or other proprietary right of any third party. Notwithstanding the foregoing, XENOGEN shall have no liability for any infringement or claim thereof based upon: (a) the combination of the Materials with products not provided by XENOGEN; (b) modification or alteration of the Materials by any person or entity other than XENOGEN; or