Common use of DISCLAIMER OF WARRANTIES, INDEMNIFICATION Clause in Contracts

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOW.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN ANY AND ALL RESULTS OF THE PROJECT, REPORTS, OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY MAKES NO WARRANTIESWARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED RESEARCH PROJECT RESULTS, REPORTS, OR ANY PENN INTELLECTUAL PROPERTY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR RESEARCH RESULTS OR THAT TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENTTHE PROJECT RESULTS, COPYRIGHTREPORTS, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTYMATERIALS PROVIDED HEREUNDER. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON PARTY RESULTING FROM THE SPONSORED RESEARCH PROJECT OR SPONSOR’S THE USE OF ANY PENN INTELLECTUAL PROPERTYPROJECT RESULTS, ANY RESEARCH RESULTS REPORTS, OR ANY PRODUCTS RESULTING THEREFROMOTHER MATERIALS. 8.2 Except to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined), Sponsor shall defend, indemnify and hold harmless University, its trustees, officers, faculty, students, employees, subsidiaries, affiliates and agents (hereinafter referred to collectively as the "Indemnified Persons") from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including without limitation attorneys' fees), which the Indemnified Persons may hereafter incur or be required to pay as a result of: (a) Sponsor's use of the results of Project or any reports or other materials; or (b) any breach of this Agreement; or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTlicensees or agents. University shall notify Sponsor upon learning of the institution or threatened institution of any such liability, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTclaims, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTYlawsuits, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDEDlosses, THATdamages, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWcosts and expenses and University shall cooperate with Sponsor as reasonable in the defense or settlement thereof at Sponsor’s request and expense.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN 11.1 INSTITUTION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED RESEARCH OR ANY PENN INSTITUTION INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN THE INSTITUTION INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN INSTITUTION SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S THE USE OF ANY PENN INSTITUTION INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. 11.2 Sponsor shall defend, indemnify and hold harmless Institution, the Principal Investigator and any of Institution’s faculty, students, employees, trustees, officers, Affiliates and agents (hereinafter referred to collectively as the “Indemnified Persons”) from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including attorneys’ fees), which the Indemnified Persons may hereafter incur, or be required to pay to the extent resulting from (a) Sponsor’s use of the results of Sponsored Research or any Institution Intellectual Property or Research Results or (b) any breach of this Agreement by Sponsor or (c) any act or omission of Sponsor, its employees, Affiliates, contractors, licensees, sublicensees or transferees or agents; provided, however, that Sponsor shall not have any responsibility hereunder for liability, claims, lawsuits, losses, damages, costs or expenses (including attorneys’ fees) to the extent based on the gross negligence or intentional misconduct of the Indemnified Persons as determined by a court of law of competent jurisdiction in a final opinion from which no appeal has or may be taken. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTInstitution shall notify Sponsor upon learning of the institution or threatened institution of any such liability, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTclaims, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTYlawsuits, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDEDlosses, THATdamages, FOR THE AVOIDANCE OF DOUBTcosts and expenses, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWand Institution shall cooperate with Sponsor in every proper way in the defense or settlement thereof at Sponsor’s request and expense. Sponsor shall be entitled to control any litigation or potential litigation involving any such defense or settlement. Sponsor shall not dispose or settle any claim admitting liability on the part of the Institution without Institution’s prior written consent.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 THE PENN PATENT RIGHTS, PENN LICENSED PRODUCTS, PENN LICENSED SERVICES, AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" BASIS AND PENN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, PENN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILlTY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PATENT RIGHTS, PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS LICENSED PRODUCTS, PENN LICENSED SERVICES, AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT PROPRIETARY RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL shall NOT BE LIABLE TO ADEZA, ADEZA's SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM ARISING FROM ADEZA'S USE OF THE PENN PATENT RIGHTS, PENN LICENSED PRODUCTS, PENN LICENSED SERVICES, AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE MANUFACTURE, USE OR SALE OF PENN LICENSED PRODUCTS OR PENN LICENSED SERVICES; OR ANY CLAIM FOR ANY DIRECTLOSS OF PROFITS, LOSS OR INTERRUPTION OF business OR FOR INDIRECT, CONSEQUENTIAL, PUNITIVE SPECIAL OR OTHER CONSEQUENTIAL DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY KIND. 8.2 Xxxxxx personally represents and warrants that he has assigned his entire right, title, and interest in and to the PENN INTELLECTUAL PROPERTYPATENT RIGHTS to PENN and that he has not assigned and will not assign any interest in the PENN PATENT RIGHTS to any other party. Xxxxxx further represents that he has the right to make such assignment to PENN. 8.3 Xxxxxx personally represents and warrants that Xxxxxx has no actual knowledge that any claim has been asserted against Xxxxxx concerning the PENN PATENT RIGHTS, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROMand Xxxxxx has no reason to believe that ADEZA's use of the PENN PATENT RIGHTS hereunder infringes any third party proprietary rights. EXCEPT IN THE CASE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTTHE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 8.4 Xxxxxx personally represents and warrants that his entire right, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTtitle and interest in and to the PENN PATENT RIGHTS has been assigned to PENN, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY and Xxxxxx has not granted and will not grant any interest in the PENN RESULTING FROM PATENT RIGHTS to any third party that conflicts with the LICENSE granted to ADEZA under this AGREEMENT. 8.5 To the actual knowledge of PENN, without independent investigation, the entire right, title and interest in and to the PENN PATENT RIGHTS has been assigned to PENN, and PENN has not granted and will not grant any interest in the PENN PATENT RIGHTS to any third party that conflicts with the LICENSE granted to ADEZA under this AGREEMENT. PENN represents and warrants to ADEZA that PENN has the right to grant exclusive licenses to the PENN PATENT RIGHTS. 8.6 To the actual knowledge of PENN's Center for Technology Transfer and PENN's Office of the General Counsel, without independent investigation, PENN has not received any written notice or claim contesting PENN's rights in the PENN PATENT RIGHTS asserted against PENN concerning the PENN PATENT RIGHTS, and, based upon ADEZA's disclosure to PENN regarding ADEZA's permitted use of the PENN PATENT RIGHTS, PENN has no reason to believe that ADEZA's use of the PENN PATENT RIGHTS hereunder infringes any third party proprietary rights. 8.7 ADEZA must defend, indemnify and hold harmless PENN, its trustees, officers, agents and employees (individually, an "Indemnified Party", and collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including attorney's fees) (individually, a "Liability", and collectively, the "Liabilities") that result from or arise out of (a) the development, use, manufacture, promotion, sale or other disposition of any PENN PATENT RIGHTS, PENN LICENSED PRODUCT or PENN LICENSED SERVICE by ADEZA, its assignees, sublicensees, vendors or other third parties; (b) any breach by ADEZA of this AGREEMENT; and (c) the enforcement by an Indemnified Party of this Section. Without limiting the foregoing. ADEZA must defend, indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: 8.7.1 any product liability or other claim of any kind related to the use by a third party of a PENN LICENSED PRODUCT that was manufactured, sold or otherwise disposed by ADEZA, its assignees, sublicensees, vendors or other third parties; 8.7.2 a claim by a third party that ADEZA's design, composition, manufacture, use, sale or other disposition of any PENN LICENSED PRODUCT or the provisions of any PENN LICENSED SERVICE infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; provided, that ADEZA shall have no obligation to defend or indemnify PENN to the extent that such claim is due to the sole negligence or willful misconduct of PENN. THE SPONSORED RESEARCH OR SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 8.7.3 clinical trials or studies conducted by or on behalf of ADEZA relating to the PENN PATENT RIGHTS, PENN LICENSED PRODUCT or PENN LICENSED SERVICE, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study. 8.8 ADEZA is not permitted to settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on PENN or grants any rights to the PENN PATENT RIGHTS. PENN LICENSED PRODUCT or PENN LICENSED SERVICE without PENN’S USE OF ANY 's prior written consent, which shall not be unreasonably withheld. If ADEZA fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, PENN INTELLECTUAL PROPERTYmay assume the defense of such claim or action for the account and at the risk of ADEZA, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWand any Liabilities related thereto shall be conclusively deemed a liability of ADEZA if such claim or action is held by a court of competent jurisdiction to be within ADEZA's indemnification obligation. The indemnification rights of PENN or other Indemnified Party contained herein are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN 12.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS RESULTS, OR THE SCIENTIFIC OR COMMERCIAL VALUE OF THE SPONSORED RESEARCHDEVELOPMENT ACTIVITIES, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR THE OUTCOME OF DEVELOPMENT ACTIVITIES. WITHOUT LIMITING THE SPONSORED RESEARCH OR FOREGOING, EACH PARTY DOES NOT GUARANTEE THAT ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT RIGHTS SHALL RESULT FROM THE DEVELOPMENT ACTIVITIES, THAT THE SCOPE OF A THIRD ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MAY RESULT THEREFROM WILL COVER THE OTHER PARTY’S INTERESTS, OR THAT ANY SUCH PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS SHALL BE FREE OF DOMINANCE BY OTHER PATENTS, INCLUDING PATENTS BASED UPON INVENTIONS MADE BY OTHER INVENTORS AT SUCH PARTY INDEPENDENTLY OF THE DEVELOPMENT ACTIVITIES. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTA BREACH OF THE FOLLOWING SENTENCE, PENN EACH PARTY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR THE OTHER PARTY OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH DEVELOPMENT ACTIVITIES OR SPONSOR’S THE USE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY PRODUCT. NOTWITHSTANDING THE FOREGOING, (i) EACH PARTY HERETO REPRESENTS THAT IT HAS NO ACTUAL KNOWLEDGE THAT ANY PENN OF THE INTELLECTUAL PROPERTY, PROPERTY RIGHTS TO BE UTILIZED HEREUNDER INFRINGE THE ACTIVITIES OF ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT THIRD PARTIES AND AGREES THAT IN UNDERTAKING THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR OBLIGATIONS CONTAINED HEREIN IT SHALL NOT BE LIABLE FOR KNOWINGLY INFRINGE ANY INDIRECTSUCH THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; AND (ii) MOUNT SINAI AGREES THAT IN ITS PERFORMANCE HEREUNDER IT SHALL UNDERTAKE REASONABLE EFFORTS TO NOT MAKE ANY CONTRIBUTIONS TO THE DEVELOPMENT ACTIVITIES THAT REQUIRE ANY MOUNT SINAI BACKGROUIND INTELLECTUAL PROPERTY OR OTHER MOUNT SINAI INTELLECTUAL PROPERTY RIGHTS THAT ARE NOT LICENSED HEREUNDER. 12.2 LifeMap shall defend, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTYindemnify and hold harmless Mount Sinai, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROMthe Principal Investigator and any of Mount Sinai’s faculty, students, employees, trustees, officers, affiliates and agents (hereinafter referred to collectively, as the “Indemnified Persons”) from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including reasonable attorneys’ fees), which the Indemnified Persons may hereafter incur, or be required to pay as a result of (i) Mount Sinai’s activities relating to genetic sequencing and/or diagnostic methods carried out as part of and in accordance with the Development Activities, except as a result of, or to the extent caused by, the negligence or willful misconduct of Mount Sinai; PROVIDED(ii) LifeMap’s use of the Results or any Mount Sinai Intellectual Property or Mount Sinai Background Intellectual Property, THATexcept as a result of, FOR THE AVOIDANCE OF DOUBTor to the extent caused by, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWthe negligence or willful misconduct of Mount Sinai; or (iii) as a result of any breach of this Agreement by LifeMap or any act or omission of LifeMap, its employees, affiliates, contractors, licensees or agents. Mount Sinai will notify LifeMap promptly upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and Mount Sinai will cooperate with LifeMap in every proper way in the defense or settlement thereof at LifeMap’s request and expense. LifeMap shall control the defense and any related settlement negotiations, but shall not enter into any settlement agreement involving admission of any negligence or wrongdoing by Mount Sinai or any Mount Sinai Indemnified Person without Mount Sinai’s prior written consent. 12.3 Mount Sinai shall indemnify and hold harmless LifeMap and any of its employees, officer, directors and agents (hereinafter referred to collectively, as the “Indemnified Persons ) from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including reasonable attorneys’ fees), which the Indemnified Persons may hereafter incur, or be required to pay as a result of, or to the extent caused by, the gross negligence or willful misconduct of Mount Sinai. Lifemap will notify Mount Sinai promptly upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and Lifemap will cooperate with Mount Sinai in every proper way in the defense or settlement thereof at Mount Sinai’s request and expense. Mount Sinai shall control the defense and any related settlement negotiations, but shall not enter into any settlement agreement involving admission of any negligence or wrongdoing by Lifemap or any Lifemap Indemnified Person without Lifemap’s prior written consent. 12.4 LifeMap will procure and maintain policies of insurance, [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] and shall name Mount Sinai as additional insured on a primary and non-contributory basis.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 THE PENN PATENT RIGHTS, PENN LICENSED PRODUCTS AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS AND PENN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, PENN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PATENT RIGHTS, PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT PROPRIETARY RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE TO COMPANY, COMPANY'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM COMPANY'S USE OF THE PENN PATENT RIGHTS, PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE MANUFACTURE, USE OR SALE OF PENN LICENSED PRODUCTS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECTCLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, CONSEQUENTIAL, PUNITIVE SPECIAL OR OTHER CONSEQUENTIAL DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTYKIND REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY UPON WHICH SUCH CLAIM IS BASED, ANY RESEARCH RESULTS AND WHETHER OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN NOT THE CASE PARTY AGAINST WHOM SUCH CLAIM IS MADE WAS AWARE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE POSSIBILITY OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWSUCH DAMAGES.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN THE FOUNDATION PATENT RIGHTS, FOUNDATION TECHNICAL INFORMATION, FOUNDATION LICENSED PRODUCTS, AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS AND FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH FOUNDATION PATENT RIGHTS, FOUNDATION TECHNICAL INFORMATION, FOUNDATION LICENSED PRODUCTS, AND/OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT PROPRIETARY RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN FOUNDATION SHALL NOT BE LIABLE FOR TO MARC, MARC'S SUCCESSORS OR ASSIGNS OR ANY DIRECTTHIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM MARC'S USE OF THE FOUNDATION PATENT RIGHTS, INDIRECTFOUNDATION TECHNICAL INFORMATION, CONSEQUENTIALFOUNDATION LICENSED PRODUCTS, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR AND/OR ANY OTHER PERSON RESULTING TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE SPONSORED RESEARCH MANUFACTURE, USE OR SPONSOR’S USE SALE OF FOUNDATION LICENSED PRODUCTS; OR ANY CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY PENN INTELLECTUAL PROPERTYKIND. 8.2 FOUNDATION states that, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROMas of the EFFECTIVE DATE, FOUNDATION does not have actual knowledge, without investigation, that the manufacture, use, offer for sale, sale, or importation of any FOUNDATION LICENSED PRODUCT would infringe any claim of an in-force patent owned by a third party. 8.3 MARC shall defend, indemnify and hold harmless FOUNDATION and CORNELL and their respective trustees, officers, agents, personnel, students, and employees (individually, an "Indemnified Party", and collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including reasonable attorney's fees) (individually, a "Liability", and collectively, the "Liabilities") that results from or arises out of: (a) the development, use, manufacture, promotion, sale or other disposition of any FOUNDATION TECHNICAL INFORMATION, FOUNDATION PATENT RIGHTS, or FOUNDATION LICENSED PRODUCTS, by or on behalf of MARC, its AFFILIATES, its assignees, or sublicensees, vendors or other third parties; (b) any breach of this AGREEMENT by MARC, its AFFILIATES, its assignees, or sublicensees , vendors or other third parties; and (c) the enforcement by an Indemnified Party of this Paragraph. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTWithout limiting the foregoing, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTMARC shall defend, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTYindemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: 8.3.1 any product liability or other claim of any kind related to the use by a third party of a FOUNDATION LICENSED PRODUCT, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROMthat was manufactured or sold by MARC, its AFFILIATES, its assignees, or sublicensees, vendors or other third parties; 8.3.2 a claim by a third party that the design, composition, manufacture, use, sale or other disposition of any FOUNDATION LICENSED PRODUCT that was manufactured or sold by MARC, its AFFILIATES, its assignees, or sublicensees, or vendors, infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; PROVIDEDand 8.3.3 clinical trials or studies conducted by or on behalf of MARC relating to the FOUNDATION PATENT RIGHTS, THATFOUNDATION TECHNICAL INFORMATION, FOR THE AVOIDANCE OF DOUBTor FOUNDATION LICENSED PRODUCTS, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWthat were manufactured or sold by MARC, its AFFILIATES, its assignees, or sublicensees vendors, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study. 8.4 MARC shall not be liable under any of the foregoing indemnities nor shall MARC have any obligation to indemnify or defend FOUNDATION unless MARC shall have been promptly notified in writing by FOUNDATION of the date that FOUNDATION received actual notice of the claim or suit for which indemnity or defense is being sought by FOUNDATION. 8.4.1 MARC shall not be required to defend, indemnify or hold FOUNDATION harmless for any liability arising out of the sole gross negligence of FOUNDATION, any intentional acts of FOUNDATION or the willful malfeasance of FOUNDATION. 8.5 MARC may not settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on FOUNDATION or grants any rights to FOUNDATION TECHNICAL INFORMATION, FOUNDATION PATENT RIGHTS, or FOUNDATION LICENSED PRODUCTS, without FOUNDATION's prior written consent, which shall not be unreasonably withheld or delayed; provided however, that MARC may settle any such claim or action without FOUNDATION's consent by granting a sublicense. MARC shall be entitled to assume and control the defense of any such claim or action involving a Liability or the Liabilities, using counsel selected by MARC. If MARC fails or declines to assume and control the defense of any such claim or action within thirty (30) days after receipt by MARC of written notice thereof, FOUNDATION may assume the defense of such claim or action for the account and at the risk of MARC, and any Liabilities related thereto shall be conclusively deemed a liability of MARC. The indemnification rights of FOUNDATION or other Indemnified Party contained herein are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, . CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOW.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 9.1 THE LICENSED TECHNOLOGY IS PROVIDED ON AN "AS IS" BASIS AND PENN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, PENN TECHNICAL INFORMATION OR THE CONDITIONPENN LICENSED PRODUCTS. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OWNERSHIPPENN MAKES NO REPRESENTATIONS OR WARRANTIES (i) OF COMMERCIAL UTILITY, MERCHANTABILITY, (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS TECHNICAL INFORMATION WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPRIETARY RIGHT OR PROPERTY RIGHT RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE FOR TO LICENSEE, LICENSEE'S SUCCESSORS OR ASSIGNS OR ANY DIRECTTHIRD PARTY WITH RESPECT TO ANY CLAIM ON ACCOUNT OF, INDIRECTOR ARISING FROM, CONSEQUENTIALTHE USE OF PENN TECHNICAL INFORMATION IN CONNECTION WITH THE LICENSED TECHNOLOGY SUPPLIED HEREUNDER OR THE MANUFACTURE, PUNITIVE USE OR SALE OF PENN LICENSED PRODUCTS OR ANY OTHER DAMAGES SUFFERED BY SPONSOR MATERIAL DERIVED THEREFROM. PENN SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON RESULTING FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS, OR FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS KIND INCURRED BY LICENSEE OR ANY OTHER PERSON WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF PENN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. 9.2 LICENSEE will defend, indemnify and hold harmless PENN, its trustees, officers, agents and employees (collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including attorney's fees) (individually, a "Liability", and collectively, the "Liabilities") which results from or arises out of: (a) the development, use, manufacture, promotion, sale or other disposition, of any PENN LICENSED PRODUCTS RESULTING THEREFROMand/or SERVICES by LICENSEE, its AFFILIATES, assignees, sublicensees, vendors or other third parties; PROVIDED(b) breach by LICENSEE of any covenant or agreement contained in this AGREEMENT; and (c) the enforcement by an Indemnified Party of its rights under this Section. The indemnification obligation under clause (a) shall apply regardless of any contributory negligence of the Indemnified Party. Without limiting the foregoing, THATLICENSEE will defend, FOR THE AVOIDANCE OF DOUBTindemnify and hold harmless the indemnified Parties from and against any Liabilities resulting from: 9.2.1 any product liability or other claim of any kind related to the use by a third party of a PENN LICENSED PRODUCT and/or SERVICE that was manufactured, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWsold or otherwise disposed by LICENSEE, its AFFILIATES, assignees, sublicensees, vendors or other third parties; 9.2.2 a claim by a third party that the PENN TECHNICAL INFORMATION or the design, composition, manufacture, use, sale or other disposition of any PENN LICENSED PRODUCT and/or SERVICE infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; and 9.3 The Indemnified Party shall promptly notify LICENSEE of any claim or action giving rise to Liabilities subject to the provisions of the foregoing Section. LICENSEE shall have the right to defend any such claim or action, at its cost and expense. LICENSEE shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on the University or grants any rights to the PENN TECHNICAL INFORMATION. If LICENSEE fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, PENN may assume the defense of such claim or action for the account and at the risk of LICENSEE, and any Liabilities related thereto shall be conclusively deemed a liability of LICENSEE. LICENSEE shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of PENN or other Indemnified Party contained herein are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. 9.4 LICENSEE shall maintain general liability insurance, including contractual liability, and, if commercially available at standard rates product liability insurance in amounts not less than $2,000,000 per incident and $2,000,000 in the aggregate, issued by an insurance company rated A or better and naming PENN as an additional insured for ten (10) years after LICENSEE ceases manufacturing and marketing the PENN LICENSED PRODUCTS and/or SERVICES. The minimum insurance amounts specified herein shall not be deemed a limitation on LICENSEE's indemnification liability under this AGREEMENT. LICENSEE shall provide PENN with copies of the endorsements to such policies, upon request of PENN. LICENSEE shall notify PENN at least thirty (30) days prior to cancellation of any such coverage. PENN shall receive a royalty on any insurance award constituting compensation to LICENSEE for lost profits on the sale of PENN LICENSED PRODUCTS.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 9.1 THE LICENSED TECHNOLOGY IS PROVIDED ON AN "AS IS" BASIS AND PENN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, PENN TECHNICAL INFORMATION OR THE CONDITIONPENN LICENSED PRODUCTS. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OWNERSHIPPENN MAKES NO REPRESENTATIONS OR WARRANTIES (i) OF COMMERCIAL UTILITY, MERCHANTABILITY, (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS TECHNICAL INFORMATION WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPRIETARY RIGHT OR PROPERTY RIGHT RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE FOR TO LICENSEE, LICENSEE'S SUCCESSORS OR ASSIGNS OR ANY DIRECTTHIRD PARTY WITH RESPECT TO ANY CLAIM ON ACCOUNT OF, INDIRECTOR ARISING FROM, CONSEQUENTIALTHE USE OF PENN TECHNICAL INFORMATION IN CONNECTION WITH THE LICENSED TECHNOLOGY SUPPLIED HEREUNDER OR THE MANUFACTURE, PUNITIVE USE OR SALE OF PENN LICENSED PRODUCTS OR ANY OTHER DAMAGES SUFFERED BY SPONSOR MATERIAL DERIVED THEREFROM. PENN SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON RESULTING FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS, OR FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS KIND INCURRED BY LICENSEE OR ANY OTHER PERSON WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF PENN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. 9.2 LICENSEE will defend, indemnify and hold harmless PENN, its trustees, officers, agents and employees (collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including attorney's fees) (individually, a "Liability", and collectively, the "Liabilities") which results from or arises out of: (a) the development, use, manufacture, promotion, sale or other disposition, of any PENN LICENSED PRODUCTS RESULTING THEREFROMand/or SERVICES by LICENSEE, its AFFILIATES, assignees, sublicensees, vendors or other third parties; PROVIDED(b) breach by LICENSEE of any covenant or agreement contained in this AGREEMENT; and (c) the enforcement by an Indemnified Party of its rights under this Section. The indemnification obligation under clause (a) shall apply regardless of any contributory negligence of the Indemnified Party. Without limiting the foregoing, THATLICENSEE will defend, FOR THE AVOIDANCE OF DOUBTindemnify and hold harmless the indemnified Parties from and against any Liabilities resulting from: 9.2.1 any product liability or other claim of any kind related to the use by a third party of a PENN LICENSED PRODUCT and/or SERVICE that was manufactured, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWsold or otherwise disposed by LICENSEE, its AFFILIATES, assignees, sublicensees, vendors or other third parties; 9.2.2 a claim by a third party that the PENN TECHNICAL INFORMATION or the design, composition, manufacture, use, sale or other disposition of any PENN LICENSED PRODUCT and/or SERVICE infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; and 9.3 The Indemnified Party shall promptly notify LICENSEE of any claim or action giving rise to Liabilities subject to the provisions of the foregoing Section. LICENSEE shall have the right to defend any such claim or action, at its cost and expense. LICENSEE shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on the University or grants any rights to the PENN TECHNICAL INFORMATION. If LICENSEE fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, PENN may assume the defense of such claim or action for the account and at the risk of LICENSEE, and any Liabilities related thereto shall be conclusively deemed a liability of LICENSEE. LICENSEE shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of PENN or other Indemnified Party contained herein are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. 9.4 LICENSEE shall maintain general liability insurance, including contractual liability, and, if commercially available at standard rates product liability insurance in amounts not less than $2,000,000 per incident and $2,000,000 in the aggregate, issued by an insurance company rated A or better and naming PENN as an additional insured for ten (10) years after LICENSEE ceases manufacturing and marketing the PENN LICENSED PRODUCTS and/or SERVICES. The minimum insurance amounts specified herein shall not be deemed a limitation on LICENSEE's indemnification liability under this AGREEMENT. LICENSEE shall provide PENN with copies of the endorsements to such policies, upon request of PENN. LICENSEE shall notify PENN at least thirty (30) days prior to cancellation of any such coverage. PENN shall receive a royalty on any insurance award constituting compensation to LICENSEE for lost profits on the sale of PENN LICENSED PRODUCTS.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 THE PENN MAKES PATENT RIGHTS, JOINT PATENT RIGHTS, PENN TECHNICAL INFORMATION, PENN LICENSED PRODUCTS AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS AND PENN MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, PENN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PATENT RIGHTS, JOINT PATENT RIGHTS, PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS TECHNICAL INFORMATION, PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPRIETARY OR PROPERTY RIGHT RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE TO APOLLON, APOLLON'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM THE USE OF THE PENN PATENT RIGHTS, JOINT PATENT RIGHTS, PENN TECHNICAL INFORMATION, PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE MANUFACTURE, USE OR SALE OF PENN LICENSED PRODUCTS; OR ANY CLAIM FOR ANY DIRECTLOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, CONSEQUENTIAL, PUNITIVE SPECIAL OR OTHER CONSEQUENTIAL DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY KIND. 8.2 APOLLON will defend, indemnify and hold harmless PENN, its trustees, officers, agents and employees (individually, an "INDEMNIFIED PARTY", and collectively, the "INDEMNIFIED License Agreement (I)--Apollon/Penn 2 December 1994 version PARTIES"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the INDEMNIFIED PARTIES (including attorneys' fees) (individually, a "LIABILITY", and collectively, the "LIABILITIES") that results from or arises out of: (a) the development, use, manufacture, promotion, sale or other disposition, of any PENN INTELLECTUAL PROPERTYPATENT RIGHTS, ANY RESEARCH RESULTS OR ANY JOINT PATENT RIGHTS, PENN TECHNICAL INFORMATION, PENN LICENSED PRODUCTS, or any technology licensed under this AGREEMENT by APOLLON, its assignees, SUBLICENSEES, vendors or other third parties; (b) breach by APOLLON of any covenant or agreement contained in this AGREEMENT; and (c) the enforcement by an INDEMNIFIED PARTY of its rights under this Section. Without limiting the foregoing, APOLLON will defend, indemnify and hold harmless the INDEMNIFIED PARTIES from and against any LIABILITIES resulting from: 8.2.1 any product liability or other claim of any kind related to the use by a third party of a PENN LICENSED PRODUCT that was manufactured, sold or otherwise disposed by APOLLON, its assignees, SUBLICENSEES, vendors or other third parties; 8.2.2 a claim by a third party that the PENN PATENT RIGHTS, JOINT PATENT RIGHTS or PENN TECHNICAL INFORMATION or the design, composition, manufacture, use, sale or other disposition of any PENN LICENSED PRODUCT infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; and 8.2.3 clinical trials or studies conducted by or on behalf of APOLLON relating to the PENN PATENT RIGHTS, JOINT PATENT RIGHTS, PENN TECHNICAL INFORMATION or PENN LICENSED PRODUCTS, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, and any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; 8.2.4 provided, however, that APOLLON'S obligation to defend, indemnify, and hold harmless hereunder shall not apply to any liability, claim, damage, loss, cost or expense to the extent it is attributable to the proven negligence, or proven reckless or intentional misconduct of any INDEMNIFIED PARTY hereunder. 8.3 The INDEMNIFIED PARTY shall promptly notify APOLLON of any claim or action giving rise to LIABILITIES subject to the provisions of the foregoing Section. APOLLON shall have the right to defend any such claim or action, at its cost and expense. APOLLON shall not settle or compromise any such claim or action in a manner that imposes any restrictions or License Agreement (I)--Apollon/Penn 2 December 1994 version obligations on PENN or grants any rights to the PENN PATENT RIGHTS, PENN TECHNICAL INFORMATION or PENN PATENTED PRODUCTS RESULTING THEREFROMwithout PENN's prior written consent. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTIf APOLLON fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTPENN may assume the defense of such claim or action for the account and at the risk of APOLLON, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY and any LIABILITIES related thereto shall be conclusively deemed a liability of APOLLON. APOLLON shall pay promptly to the INDEMNIFIED PARTY any LIABILITIES to which the foregoing indemnity relates, as incurred. The indemnification rights of PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWor other INDEMNIFIED PARTY contained herein are in addition to all other rights which such INDEMNIFIED PARTY may have at law or in equity or otherwise.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN THE LEHIGH PATENT RIGHTS, LEHIGH TECHNICAL INFORMATION, LEHIGH LICENSED PRODUCTS AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS AND LEHIGH MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, LEHIGH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS LEHIGH PATENT RIGHTS, LEHIGH TECHNICAL INFORMATION, LEHIGH LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT PROPRIETARY RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN LEHIGH SHALL NOT BE LIABLE TO COMPANY, COMPANY'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM COMPANY'S USE OF THE LEHIGH PATENT RIGHTS, LEHIGH TECHNICAL INFORMATION, LEHIGH LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE MANUFACTURE, USE OR SALE OF LEHIGH LICENSED PRODUCTS; OR ANY CLAIM FOR ANY DIRECTLOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, CONSEQUENTIAL, PUNITIVE SPECIAL OR OTHER CONSEQUENTIAL DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTYKIND. 8.2 COMPANY must defend, ANY RESEARCH RESULTS OR ANY indemnify and hold harmless LEHIGH, its trustees, officers, agents and employees (individually, an "Indemnified Party", and collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including attorney's fees) (individually, a "Liability", and collectively, the "Liabilities") that results from or arises out of: (a) the development, use, manufacture, promotion, sale or other disposition of any LEHIGH TECHNICAL INFORMATION, LEHIGH PATENT RIGHTS, or LEHIGH LICENSED PRODUCTS RESULTING THEREFROMby COMPANY, its assignees, sublicensees, vendors or other third parties; (b) any breach by COMPANY of this AGREEMENT; and (c) the enforcement by an Indemnified Party of this Section. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTWithout limiting the foregoing, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTCOMPANY must defend, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTYindemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: 8.2.1 any product liability or other claim of any kind related to the use by a third party of a LEHIGH LICENSED PRODUCT that was manufactured, ANY RESEARCH RESULTS OR ANY sold or otherwise disposed by COMPANY, its assignees, sublicensees, vendors or other third parties; 8.2.2 a claim by a third party that the LEHIGH TECHNICAL INFORMATION or LEHIGH PATENT RIGHTS or the design, composition, manufacture, use, sale or other disposition of any LEHIGH LICENSED PRODUCT infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; and 8.2.3 clinical trials or studies conducted by or on behalf of COMPANY relating to the LEHIGH TECHNICAL INFORMATION, LEHIGH PATENT RIGHTS or LEHIGH LICENSED PRODUCTS, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study. 8.3 COMPANY is not permitted to settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on LEHIGH or grants any rights to the LEHIGH TECHNICAL INFORMATION, LEHIGH PATENT RIGHTS or LEHIGH LICENSED PRODUCTS RESULTING THEREFROM; PROVIDEDwithout LEHIGH's prior written consent. If COMPANY fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, THATLEHIGH may assume the defense of such claim or action for the account and at the risk of COMPANY, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWand any Liabilities related thereto shall be conclusively deemed a liability of COMPANY. The indemnification rights of LEHIGH or other Indemnified Party contained herein are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 THE PENN PATENT RIGHTS, PENN TECHNICAL INFORMATION, PENN LICENSED PRODUCTS AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS AND PENN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, PENN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PATENT RIGHTS, PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS TECHNICAL INFORMATION, PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT PROPRIETARY RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE TO COMPANY, COMPANY'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM COMPANY'S USE OF THE PENN PATENT RIGHTS, PENN TECHNICAL INFORMATION, PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE MANUFACTURE, USE OR SALE OF PENN LICENSED PRODUCTS; OR ANY CLAIM FOR ANY DIRECTLOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, CONSEQUENTIAL, PUNITIVE SPECIAL OR OTHER CONSEQUENTIAL DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY KIND. 8.2 COMPANY must defend, indemnify and hold harmless PENN, its trustees, officers, agents and employees (individually, an "Indemnified Party", and collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including (a) the development, use, manufacture, promotion, sale or other disposition of any PENN INTELLECTUAL PROPERTYTECHNICAL INFORMATION, ANY RESEARCH RESULTS OR ANY PENN PATENT RIGHTS, or PENN LICENSED PRODUCTS RESULTING THEREFROMby COMPANY, its assignees, sublicensees, vendors or other third parties, (b) any breach by COMPANY of this AGREEMENT; and (c) the enforcement by an Indemnified Party of this Section. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTWithout limiting the foregoing, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTCOMPANY must defend, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: 8.2.1 any product liability or other claim of any kind related to the use by a third party of a PENN RESULTING FROM THE SPONSORED RESEARCH OR LICENSED PRODUCT that was manufactured, sold or otherwise disposed by COMPANY, its assignees, sublicensees, vendors or other third parties; 8.2.2 a claim by a third party that the PENN TECHNICAL INFORMATION or PENN PATENT RIGHTS or the design, composition, manufacture, use, sale or other disposition of any PENN LICENSED PRODUCT infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; and 8.2.3 clinical trials or studies conducted by or on behalf of COMPANY relating to the PENN TECHNICAL INFORMATION, PENN PATENT RIGHTS or PENN LICENSED PRODUCTS, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study. 8.3 COMPANY is not permitted to settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on PENN or grants any rights to the PENN TECHNICAL INFORMATION, PENN PATENT RIGHTS or PENN LICENSED PRODUCTS without PENN’S USE OF ANY 's prior written consent If COMPANY fails or declines to assume the defense of any such claim or action within thirty (30) clays after notice thereof, PENN INTELLECTUAL PROPERTYmay assume the defense of such claim or action for the account and at the risk of COMPANY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWand any Liabilities related thereto shall be conclusively deemed a liability of COMPANY. The indemnification rights of PENN or other Indemnified Party contained herein are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN (A) NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, SONTERRA MAKES NO NO, AND IN FACT EXPRESSLY DISCLAIMS ANY AND ALL, REPRESENTATIONS AND WARRANTIES, EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS PERFORMANCE OR PARTICULAR RESULTS OF THE SPONSORED RESEARCHSERVICES, EXCEPT THAT SONTERRA SHALL PERFORM THE SERVICES DURING THE TERM OF THIS AGREEMENT IN A MANNER CONSISTENT WITH BEST INDUSTRY PRACTICE, OR AS OTHERWISE REQUIRED BY THIS CONTRACT OPERATING AGREEMENT, OTHER APPLICABLE CONTRACTS OR APPLICABLE LAW. (B) EACH PARTY HEREBY AGREES TO DEFEND, INDEMNIFY, RELEASE, AND HOLD THE CONDITIONOTHER PARTY HARMLESS, OWNERSHIPINCLUDING ITS RESPECTIVE OFFICERS, MERCHANTABILITYDIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR FITNESS FOR A PARTICULAR PURPOSE SUBCONTRACTORS, FROM AND AGAINST ANY AND ALL LIABILITIES ON ACCOUNT OF PERSONAL INJURY, BODILY INJURY OR DEATH TO ITS OWN PERSONNEL AND REPRESENTATIVES TO THE SPONSORED RESEARCH EXTENT SUCH INJURY, DEATH, DAMAGE OR LOSS ARISES OUT OF OR IS ATTRIBUTABLE TO THE OPERATING SERVICES OR THE PERFORMANCE THEREOF BY ANY PENN INTELLECTUAL PROPERTY OF SONTERRA'S RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR RESEARCH RESULTS SUBCONTRACTORS, REGARDLESS OF WHETHER SUCH LIABILITIES ARE ALLEGEDLY OR THAT USE OF PENN INTELLECTUAL PROPERTY DEEMED TO BE CAUSED BY, IN WHOLE OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENTIN PART, COPYRIGHTTHE JOINT, TRADEMARK SEVERAL, ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENT ACTS OR OMISSIONS OR THE STRICT LIABILITY (STATUTORY OR OTHERWISE) OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. EXCEPT IN LEGAL FAULT ATTRIBUTABLE TO SONTERRA, BUT IF AND ONLY TO THE CASE OF PENN’S EXTENT ANY SUCH LIABILITIES ARE CAUSED BY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWSONTERRA.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 THE PENN PATENT RIGHTS, PENN LICENSED PRODUCTS AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS AND PENN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, PENN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PATENT RIGHTS, PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT PROPRIETARY RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE TO COMPANY, COMPANY'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM COMPANY'S USE OF THE PENN PATENT RIGHTS, PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE MANUFACTURE, USE OR SALE OF PENN LICENSED PRODUCTS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECTCLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, CONSEQUENTIAL, PUNITIVE SPECIAL OR OTHER CONSEQUENTIAL DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY KIND REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY UPON WHICH SUCH CLAIM IS BASED, AND WHETHER OR NOT THE PARTY AGAINST WHOM SUCH CLAIM IS MADE WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 COMPANY must defend, indemnify and hold harmless PENN, its trustees, officers, agents and employees (individually, an "Indemnified Party", and collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including attorney's fees) (individually, a "Liability", and collectively, the "Liabilities") that results from or arises out of third-party claims made in connection with: (a) the development, use, manufacture, promotion, sale or other disposition of any PENN INTELLECTUAL PROPERTYPATENT RIGHTS or PENN LICENSED PRODUCTS by COMPANY, ANY RESEARCH RESULTS OR ANY its assignees, AFFILIATES, sublicensees, vendors or other third parties; (b) any breach by COMPANY of this AGREEMENT, as well as any Liabilities resulting from the enforcement by an Indemnified Party of this Section. Without limiting the foregoing, COMPANY must defend, indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: 8.2.1 any product liability or other claim of any kind made by a third party and related to the use by a third party of a PENN LICENSED PRODUCT that was manufactured, sold or otherwise disposed by COMPANY, its assignees, AFFILIATES, sublicensees, vendors or other third parties; 8.2.2 a claim by a third party that the PENN PATENT RIGHTS or the design, composition, manufacture, use, sale or other disposition of any PENN LICENSED PRODUCT infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; and 8.2.3 claims made by third parties (including governmental agencies) in connection with clinical trials or studies conducted by or on behalf of COMPANY relating to the PENN PATENT RIGHTS or PENN LICENSED PRODUCTS, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study. 8.3 COMPANY is not permitted to settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on PENN or grants any rights to the PENN PATENT RIGHTS or PENN LICENSED PRODUCTS RESULTING THEREFROMwithout PENN’s prior written consent. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTIf COMPANY fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECTPENN may assume the defense of such claim or action for the account and at the risk of COMPANY for indemnification, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY and any Liabilities related thereto shall be conclusively deemed a liability of the party responsible for indemnification. The indemnification rights of PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOWor any other Indemnified Parties are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 THE PENN PATENT RIGHTS, PENN LICENSED PRODUCTS AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS AND PENN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, PENN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS (i) OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; OR (iii) THAT THE USE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PATENT RIGHTS, PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, COPYRIGHT OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT PROPRIETARY RIGHTS OF A THIRD PARTYOTHERS. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE FOR ANY DIRECTTO COMPANY, INDIRECT, CONSEQUENTIAL, PUNITIVE COMPANY’S SUCCESSORS OR OTHER DAMAGES SUFFERED BY SPONSOR ASSIGNS OR ANY OTHER PERSON RESULTING THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM THE SPONSORED RESEARCH OR SPONSORCOMPANY’S USE OF ANY THE PENN INTELLECTUAL PROPERTYPATENT RIGHTS, ANY RESEARCH RESULTS PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR ANY PRODUCTS RESULTING THEREFROMFROM THE MANUFACTURE, USE OR SALE OF PENN LICENSED PRODUCTS. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR NEITHER PARTY SHALL NOT BE LIABLE TO THE OTHER FOR ANY CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY KIND REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY UPON WHICH SUCH CLAIM IS BASED, AND WHETHER OR NOT THE PARTY AGAINST WHOM SUCH CLAIM IS MADE WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. Advaxis/PENNpage 1 of 35 Amended and Restated Start-Up License Agreement 8.2 COMPANY must defend, indemnify and hold harmless PENN, its trustees, officers, agents and employees (individually, an “Indemnified Party”, and collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties (including attorney’s fees) (individually, a “Liability”, and collectively, the “Liabilities”) that results from or arises out of third-party claims made in connection with: (a) the development, use, manufacture, promotion, sale or other disposition of any PENN INTELLECTUAL PROPERTYPATENT RIGHTS or PENN LICENSED PRODUCTS by COMPANY, ANY RESEARCH RESULTS OR ANY its assignees, AFFILIATES, sublicensees, vendors or other third parties; (b) any breach by COMPANY of this AGREEMENT, as well as any Liabilities resulting from the enforcement by an Indemnified Party of this Section. Without limiting the foregoing, COMPANY must defend, indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: 8.2.1 any product liability or other claim of any kind made by a third party and related to the use by a third party of a PENN LICENSED PRODUCT that was manufactured, sold or otherwise disposed by COMPANY, its assignees, AFFILIATES, sublicensees, vendors or other third parties; 8.2.2 a claim by a third party that the PENN PATENT RIGHTS or the design, composition, manufacture, use, sale or other disposition of any PENN LICENSED PRODUCT infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party; and 8.2.3 claims made by third parties (including governmental agencies) in connection with clinical trials or studies conducted by or on behalf of COMPANY relating to the PENN PATENT RIGHTS or PENN LICENSED PRODUCTS, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study. 8.3 COMPANY is not permitted to settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on PENN or grants any rights to the PENN PATENT RIGHTS or PENN LICENSED PRODUCTS RESULTING THEREFROM; PROVIDEDwithout PENN’s prior written consent. If COMPANY fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, THATXXXX may assume the defense of such claim or action for the account and at the risk of COMPANY for indemnification, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOW.and any Liabilities related thereto shall be conclusively deemed a liability of the party responsible for indemnification. The indemnification rights of PENN or any other Indemnified Parties are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. Advaxis/PENNpage 1 of 35 Amended and Restated Start-Up License Agreement

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 Both Parties represent that its execution of this Agreement and its performance of its obligations hereunder do not conflict with any agreement with or obligation to any third party. Penn further represents that the Principal Investigator and any other Penn personnel assisting the Principal Investigator with performance of the Sponsored Research on behalf of Penn shall be under a duty to assign their entire right, title and interest in and to Penn Intellectual Property to Penn. Without limiting Sponsor’s remedies with respect to any breach of Penn’s representations and covenants hereunder, if at any time the staff of the Penn Center for Innovation becomes aware of any inaccuracy in, noncompliance with, or change in the foregoing representations and covenants of Penn, it will provide Sponsor with prompt written notice thereof. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND COVENANTS, PENN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. EXCEPT IN THE CASE OF WITHOUT LIMITING PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTOBLIGATIONS TO PERFORM THE SPONSORED RESEARCH IN ACCORDANCE WITH THIS AGREEMENT, PENN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S THE USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN NOTWITHSTANDING THE CASE OF FOREGOING, ABSENT SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOW.’S