a Product or a Stryker Product shall be as set forth in Section 10.1(i) of the Distribution Agreement. (b) Indemnification by Stryker. Stryker shall indemnify and hold harmless Conformis, its directors, officers, employees, Agents and 20 Source: CONFORMIS INC, 10-Q, 11/1/2019 Affiliates and their respective successors, heirs and assigns (collectively the "Conformis Indemnified Parties") against any and all Claims against the Conformis Indemnified Parties to the extent arising from or related to (i) any breach of Stryker's representations or warranties under this Agreement, (ii) any alleged violation of any Applicable Laws by Stryker, and (iii) the grossly negligent or intentionally wrongful acts or omissions of Stryker, its employees, consultants, Agents and Affiliates in their performance hereunder. (c) Joint Liability. To the extent that Stryker, on the one hand, and Conformis, on the other hand, each has indemnification obligations to the other in connection with a single Claim, they will contribute to the aggregate damages, liabilities, costs and expenses arising from such Claim in a proportion reflecting the relative and comparative responsibilities and determined liability of the Parties for such damages, liabilities, costs and expenses, as well as any other relevant equitable considerations. The amount paid or payable by a Party for purposes: of apportioning the aggregate damages, liabilities, costs and expenses shall be deemed to include all reasonable legal fees and expenses incurred by such Party in connection with investigating, preparing for or defending against such Claim. (d) Indemnification Procedures. Claims for indemnification under this Agreement shall be governed by the indemnification procedures set forth in Section 5.5 of the Asset Purchase Agreement. (e) Settlement. If the indemnifying Party assumes the defense of a Claim, no compromise or settlement of such claims may be effected by the indemnifying Party without the indemnified Party consent unless: (a) there is no finding