Common use of DISCLAIMER OF WARRANTIES, INDEMNIFICATION Clause in Contracts

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY RESULTING FROM THE PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS. 10.2 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 University Intellectual Property, Joint Intellectual Property, or Sponsor Intellectual Property; or (b) any breach of this Agreement; or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, or agents. University shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs 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. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY 9.1 PENN MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION OF ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SPONSORED RESEARCH OR ANY OTHER MATERIALSSUCH INVENTION OR PRODUCT. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY PENN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE PROJECT SPONSORED RESEARCH OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SUCH INVENTION OR OTHER MATERIALSPRODUCT. 10.2 Except 9.2 SPONSOR agrees to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined), Sponsor shall defend, indemnify and hold harmless UniversityPENN, its trustees, officers, the PRINCIPAL INVESTIGATOR and any of PENN's faculty, students, employees, subsidiariestrustees, officers, affiliates and agents (hereinafter referred to collectively as the "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including without limitation documented attorneys' fees), which the Indemnified Persons INDEMNIFIED PERSONS may hereafter incur incur, suffer or be required to pay as a result of: (a) Sponsor's of SPONSOR'S use of the results of Project SPONSORED RESEARCH or any University Intellectual Property, Joint Intellectual Property, PENN INTELLECTUAL PROPERTY or Sponsor Intellectual Property; or (b) as a result any breach of this Agreement; AGREEMENT or (c) any wrongful act or omission of SponsorSPONSOR, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University PENN shall notify Sponsor SPONSOR upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and University PENN shall cooperate with Sponsor as reasonable SPONSOR in every proper way in the defense or settlement thereof at Sponsor’s SPONSOR'S request and expense.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY PEROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY RESULTING FROM THE PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS. 10.2 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 University Intellectual Property, Joint Intellectual Property, or Sponsor Intellectual Property; or (b) any breach of this Agreement; or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, . licensees or agents. University shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs 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. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. 9.01 UNIVERSITY MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF A SPONSORED PROJECT, OR THE CONDITION OF ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE A SPONSORED PROJECT RESULTSOR ANY SUCH INVENTION OR PRODUCT, REPORTS, OR ANY ACTIVITY PERFORMED OR DELIVERABLE PROVIDED HEREUNDER SHALL BE FREE OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER MATERIALS PROVIDED HEREUNDERRIGHTS. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE A SPONSORED PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SUCH INVENTION OR OTHER MATERIALSPRODUCT. 10.2 Except 9.02 Sponsor agrees 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, the PI and any of University faculty, students, volunteers, employees, subsidiariestrustees, officers, affiliates and agents (hereinafter herein 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' documented attorney’s fees), which the Indemnified Persons may hereafter incur incur, suffer or be required to pay as a result of: (a) of Sponsor's ’s use of the results of a Sponsored Project or any University Intellectual Property, Joint Intellectual Property, Property or Sponsor Intellectual Property; or (b) as a result of any breach of this Agreement; Agreement or (c) any wrongful act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University shall notify Sponsor upon learning of the institution initiation or threatened institution initiation of any such liability, claims, lawsuits, losses, damages, costs and expenses and University shall cooperate with Sponsor as reasonable in every proper way in the defense or settlement thereof at Sponsor’s request and expense.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY 7.1 LICENSOR MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS, OR PARTICULAR RESULTS OF THE RESEARCH FROM WHICH THE LICENSED TECHNOLOGY OR DERIVATIVES ARE DEVELOPED, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY LICENSED TECHNOLOGY OR ANY OTHER MATERIALSDERIVATIVES. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR LICENSEE OR ANY OTHER PARTY PERSON RESULTING FROM THE PROJECT OR THE USE OF LICENSED TECHNOLOGY OR DERIVATIVES, OR ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALSPRODUCTS RESULTING THEREFROM. 10.2 Except to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined)7.2 LICENSEE shall protect, Sponsor shall defend, indemnify indemnify, and hold harmless UniversityLICENSOR, its and any employees, trustees, members, officers, facultydirectors, studentsfaculty and students (collectively, employees, subsidiaries, affiliates and agents (hereinafter referred to collectively as the "Indemnified Persons"“INDEMNIFIED PERSONS”) from and against any and all liability, claims, demands, lawsuits, losses, damages, costs costs, or expenses (including without limitation attorneys' attorney’s fees), for which the Indemnified Persons INDEMNIFIED PERSONS may hereafter incur be alleged to be responsible, or be required to pay as a result of: (a) Sponsor's use arising out of the results of Project or any University Intellectual Property, Joint Intellectual Property, or Sponsor Intellectual Property; or (b) any breach related to LICENSEE’S performance of this Agreement; or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, or agentsAGREEMENT. University LICENSEE shall notify Sponsor LICENSOR upon learning of the institution or threatened institution of any such liability, claims, demands, lawsuits, losses, damages, costs costs, and expenses and University LICENSOR shall cooperate with Sponsor as reasonable LICENSEE in every proper way in the defense or settlement thereof at Sponsor’s LICENSEE’S request and expense. LICENSEE shall not be required to indemnify, defend, release, or hold LICENSOR harmless of or from allegations of its own negligence or the failure to perform its obligations under this AGREEMENT .

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY INSTITUTION MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, SPONSORED RESEARCH OR ANY INSTITUTION INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT RESEARCH RESULTS OR TRADE SECRET INFRINGEMENT ARISING FROM THE THAT USE OF THE PROJECT RESULTS, REPORTS, INSTITUTION INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER MATERIALS PROVIDED HEREUNDERINTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. UNIVERSITY INSTITUTION SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE PROJECT SPONSORED RESEARCH OR THE USE OF ANY PROJECT RESULTSINSTITUTION INTELLECTUAL PROPERTY, REPORTS, INTELLECTUAL PROPERTY ANY RESEARCH RESULTS OR OTHER MATERIALSANY PRODUCTS RESULTING THEREFROM. 10.2 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 UniversityInstitution, its trustees, officers, the Principal Investigator and any of Institution’s faculty, students, employees, subsidiariestrustees, 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 without limitation attorneys' fees), which the Indemnified Persons may hereafter incur incur, or be required to pay as a result of: (a) of Sponsor's use of the results of Project Sponsored Research or any University Institution Intellectual Property, Joint Intellectual Property, Property or Sponsor Intellectual Property; Research Results or (b) as a result of any breach of this Agreement; Agreement or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University Institution shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and University Institution shall cooperate with Sponsor as reasonable in every proper way in the defense or settlement thereof at Sponsor’s 's request and expense. 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. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY UT MAKES NO WARRANTIES OF ANY KINDWARRANTEES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION OF ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SPONSORED RESEARCH OR ANY OTHER MATERIALSSUCH INVENTION OR PRODUCT. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY UT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE PROJECT SPONSORED RESEARCH OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SUCH INVENTION OR OTHER MATERIALSPRODUCT. 10.2 Except Company agrees to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined), Sponsor shall defend, indemnify and hold harmless UniversityUT, its trustees, officers, the PI and any of UT's faculty, students, employees, subsidiariestrustees, officers, affiliates and agents (hereinafter herein 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' documented attorney's fees), which the Indemnified Persons may hereafter incur incur, suffer or be required to pay as a result of: (a) Sponsorof Company's use of the results of Project the Sponsored Research or any University Intellectual Property, Joint Intellectual Property, Property or Sponsor Intellectual Property; or (b) as a result of any breach of this Agreement; Agreement or (c) any wrongful act or omission of SponsorCompany, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University UT shall notify Sponsor Company upon learning of the institution initiation or threatened institution initiation of any such liability, claims, lawsuits, losses, damages, costs and expenses and University UT shall cooperate with Sponsor as reasonable Company in every proper way in the defense or settlement thereof at Sponsor’s Company's request and expense. 10.3 Company understands that UT is an institution operated pursuant to authority conferred by the State of Ohio and, as a state institution pursuant to the constitution of the State of Ohio, it may not lend or give credit of the State or otherwise make indemnification. Company acknowledges that it is expressly understood that this Agreement does not confer upon Company any right or claim to indemnification by UT, be it expressed or implied.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY 11.1 DREXEL MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, SPONSORED RESEARCH OR ANY DREXEL INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT RESEARCH RESULTS OR TRADE SECRET INFRINGEMENT ARISING FROM THE THAT USE OF THE PROJECT RESULTS, REPORTS, DREXEL INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER MATERIALS PROVIDED HEREUNDERINTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. UNIVERSITY DREXEL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE PROJECT SPONSORED RESEARCH OR THE USE OF ANY PROJECT RESULTSDREXEL INTELLECTUAL PROPERTY, REPORTS, INTELLECTUAL PROPERTY ANY RESEARCH RESULTS OR OTHER MATERIALSANY PRODUCTS RESULTING THEREFROM. 10.2 Except to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined), 11.2 Sponsor shall defend, indemnify and hold harmless UniversityDrexel, its trustees, officers, the Principal Investigator and any of Drexel's faculty, students, employees, subsidiariestrustees, officers, affiliates and agents (hereinafter referred to collectively as the "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including without limitation attorneys' fees), which the Indemnified Persons INDEMNIFIED PERSONS may hereafter incur incur, or be required to pay as a result of: (a) of Sponsor's use of the results of Project Sponsored Research or any University Drexel Intellectual Property, Joint Intellectual Property, Property or Sponsor Intellectual Property; or (b) as a result of any breach of this Agreement; Agreement or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University Drexel shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and University Drexel shall cooperate with Sponsor as reasonable in every proper way in the defense or settlement thereof at Sponsor’s 's request and expense. Sponsor shall maintain in force at its sole cost and expense, with reputable insurance companies, insurance of a type and in an amount reasonably sufficient to protect against liability hereunder. Drexel shall have the right to request the appropriate certificates of insurance from Sponsor for the purpose of ascertaining the sufficiency of such coverage.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. 9.01 UNIVERSITY MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF A SPONSORED PROJECT, OR THE CONDITION OF ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE A SPONSORED PROJECT RESULTSOR ANY SUCH INVENTION OR PRODUCT, REPORTS, OR ANY ACTIVITY PERFORMED OR DELIVERABLE PROVIDED HEREUNDER SHALL BE FREE OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER MATERIALS PROVIDED HEREUNDERRIGHTS. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE A SPONSORED PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SUCH INVENTION OR OTHER MATERIALSPRODUCT. 10.2 Except 9.02 Sponsor agrees 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, the PI and any of University faculty, students, volunteers, employees, subsidiariestrustees, officers, affiliates and agents (hereinafter herein 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' documented attorney’s fees), which the Indemnified Persons may hereafter incur incur, suffer or be required to pay as a result of: (a) of Sponsor's ’s use of the results of a Sponsored Project or any University Intellectual Property, Joint Intellectual Property, Property or Sponsor Intellectual Property; or (b) as a result of any breach of this Agreement; Agreement or (c) any wrongful act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University shall notify Sponsor upon learning of the institution initiation or threatened institution initiation of any such liability, claims, lawsuits, losses, damages, costs and expenses and University shall cooperate with Sponsor as reasonable in every proper way in the defense or settlement thereof at Sponsor’s request and expense.. For purposes of this Agreement, “Sponsor’s use” includes Sponsor’s sale, license or sublicense, or other permission or transfer to use a commercial product

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. 9.01 UNIVERSITY MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED PROJECT, OR THE CONDITION OF ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED PROJECT RESULTSOR ANY SUCH INVENTION OR PRODUCT, REPORTS, OR ANY ACTIVITY PERFORMED OR DELIVERABLE PROVIDED HEREUNDER SHALL BE FREE OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER MATERIALS PROVIDED HEREUNDERRIGHTS. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE SPONSORED PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SUCH INVENTION OR OTHER MATERIALSPRODUCT. 10.2 Except 9.02 Sponsor agrees 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, the PI and any of University faculty, students, volunteers, employees, subsidiariestrustees, officers, affiliates and agents (hereinafter herein 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' documented attorney's fees), which the Indemnified Persons may hereafter incur incur, suffer or be required to pay as a result of: (a) of Sponsor's ’s use of the results of the Sponsored Project or any University Intellectual Property, Joint Intellectual Property, Property or Sponsor Intellectual Property; or (b) as a result of any breach of this Agreement; Agreement or (c) any wrongful act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University shall notify Sponsor upon learning of the institution initiation or threatened institution initiation of any such liability, claims, lawsuits, losses, damages, costs and expenses and University shall cooperate with Sponsor as reasonable in the defense or settlement thereof at Sponsor’s request and expense.and

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 11.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY RESULTING FROM THE PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS. 10.2 11.2 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 University Intellectual Property, Joint Intellectual Property, or Sponsor Intellectual Property; or (b) any breach of this Agreement; or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs 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. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY DUCOM MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SPONSORED RESEARCH OR ANY OTHER MATERIALSDUCOM INTELLECTUAL PROPERTY. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY DUCOM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE PROJECT SPONSORED RESEARCH OR THE USE OF ANY PROJECT RESULTS, REPORTS, DUCOM INTELLECTUAL PROPERTY OR OTHER MATERIALSPRODUCT. 10.2 Except to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined), Sponsor SPONSOR shall defend, indemnify and hold harmless UniversityDUCOM, its trustees, officers, the PRINCIPAL INVESTIGATOR and any of DUCOM's faculty, students, employees, subsidiariestrustees, officers, affiliates and agents (hereinafter referred to collectively as the "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including without limitation attorneys' fees), which the Indemnified Persons INDEMNIFIED PERSONS may hereafter incur incur, or be required to pay as a result of: (a) Sponsorof SPONSOR's use of the results of Project SPONSORED RESEARCH or any University Intellectual Property, Joint Intellectual Property, DUCOM INTELLECTUAL PROPERTY or Sponsor Intellectual Property; or (b) as a result of any breach of this Agreement; AGREEMENT or (c) any act or omission of SponsorSPONSOR, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University DUCOM shall notify Sponsor SPONSOR upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and University DUCOM shall cooperate with Sponsor as reasonable SPONSOR in every proper way in the defense or settlement thereof at Sponsor’s SPONSOR's request and expense.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 SUPPLIER HEREBY DISCLAIMS ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS REGARDING THE REAGENT (OR OTHER PRODUCTS OR SERVICES SOLD HEREUNDER), MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE. SUPPLIER SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXTRAORDINARY OR PUNITIVE DAMAGES OF ANY DESCRIPTION, WHETHER FOR DAMAGE TO REPUTATION OR GOODWILL, LOST PROFITS, CLAIMS OF THIRD PARTIES OR OTHERWISE, RESULTING FROM ANY MATTER WHATSOEVER, CAUSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT PRODUCT RECALL) WHETHER SUCH ASSERTED DAMAGE PURPORTS TO THE MERCHANTABILITY BE BASED ON WARRANTY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTSGUARANTY, REPORTS, INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY INDEMNITY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECTCONTRACT, INDIRECTCONTRIBUTION, CONSEQUENTIALNEGLIGENCE, PUNITIVE OTHER TORT OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY RESULTING FROM THE PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALSOTHERWISE. 10.2 Except a. Subject to the extent caused by provisions of Paragraph 3 above, Customer acknowledges that it is purchasing the sole negligence Reagent from Supplier strictly on an "AS IS" basis without any warranties or representations (expressed or implied) of any of the Indemnified Persons (as hereinafter defined)sort, Sponsor shall defendtype or kind whatsoever. b. Customer agrees to indemnify, indemnify defend and hold harmless University, Supplier (and its trustees, officers, facultydirectors, students, employees, subsidiaries, affiliates employees and agents (hereinafter referred to collectively as the "Indemnified Persons"agents) from and against any and all liability, claims, lawsuits, losses, damagescosts, costs or expenses (including without limitation all 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 University Intellectual Propertydamages, Joint Intellectual Property, or Sponsor Intellectual Property; or (b) any breach of this Agreement; or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, or agents. University shall notify Sponsor upon learning of the institution or threatened institution of any such liabilityliabilities, claims, lawsuitssuits, lossescause of action and judgments in any manner incurred, damages, costs and expenses and University shall cooperate with Sponsor as reasonable sustained or asserted against Supplier arising out of or in any way directly or indirectly related to the Reagent or its use. The indemnity set forth in the defense or settlement thereof preceding sentence shall not apply with respect to any particular Reagent which at Sponsor’s request the time of shipment Supplier had current conscious awareness that Reagent was not Conforming Reagent and expensewith respect to which Supplier did not so notify Customer in writing.

DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. 12.1 UNIVERSITY MAKES NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY SPONSORED RESEARCH OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT RESULTS OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDERPROPERTY. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY PERSON RESULTING FROM THE PROJECT SPONSORED RESEARCH OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALSPROPERTY. 10.2 Except to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined), Sponsor 12.2 Innovir shall defend, indemnify and hold harmless University, its trustees, officers, the Principal Investigator and any of University's faculty, students, employees, subsidiariestrustees, 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 without limitation attorneys' fees), which the Indemnified Persons may hereafter incur incur, or be required to pay as a result of: (a) Sponsorof Innovir's use of the results of Project Sponsored Research or any University Intellectual Property, Joint Intellectual Property, Property or Sponsor Intellectual Property; or (b) as a result of any breach of this Agreement; Agreement or (c) any act or omission of SponsorInnovir, its employees, subsidiaries, affiliates, contractors, licensees, licensees or agents. University shall notify Sponsor Innovir upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and University shall cooperate with Sponsor as reasonable Innovir in every proper way in the defense or settlement thereof at Sponsor’s Innovir's request and expense.