Common use of Indemnification and Insurance Clause in Contracts

Indemnification and Insurance. Each party shall indemnify, defend and hold harmless the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. Each party Tenant agrees and acknowledges that it shall indemnifyuse the Rooftop Area at its sole risk, defend and hold harmless Tenant absolves and fully releases Landlord and Landlord Parties, from (i) any and all cost, loss, damage, expense, liability, and cause of action, whether foreseeable or not, arising from any cause, that Tenant may suffer to its personal property located in the other party and its and its affiliates’ directorsRooftop Area, or (ii) that Tenant or Tenant’s officers, agents, employees, or independent contractors Landlord or the Landlord Parties may suffer as a direct or indirect consequence of Tenant’s use of the Rooftop Area, the Antenna or access areas to the Rooftop Area, or (iii) any other cost, loss, damage, expense, liability, or cause of action arising from or related to this Agreement, excluding that caused by the gross negligence or willful misconduct of Landlord or the Landlord Parties. In addition, Tenant agrees to indemnify, defend, protect, and agents (each, including hold Landlord and the applicable party, an “Indemnitee”) Landlord Parties harmless from and against any and all costsloss, damagescost, liabilitiesdamage, liability, expense, claim, action or expenses cause of action of any third party (including including, but not limited to, reasonable attorneys’ fees and court costs) or other losses incurred by , and, if Landlord requires the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel removal of the Indemnitee’s selection and Antenna at the expense end of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general any leaks in the roof or roof membrane during the 5-year period following Tenant’s removal of the Antenna and any other rooftop equipment), whether foreseeable or not, resulting as a direct or indirect consequence of Tenant’s use of the Rooftop Area, the Antenna or access areas to the Rooftop Area, except when such cost, loss, damage, expense, or liability coverage is due to the gross negligence or willful misconduct of Landlord. In addition, Tenant will procure and officer maintain, at Tenant’s sole expense, insurance in connection with the Rooftop Area, the Antenna and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of obligations assumed by Tenant under this Agreement, in the same amounts and with the same types of coverage as required to be procured by Tenant under the Lease.

Indemnification and Insurance. Each party shall (a) NetSpend shall, at its expense, indemnify, defend and hold harmless the other party Liberty Tax and its and its affiliates’ shareholders, directors, officers, employees, agents, successors and agents permitted assigns (each, including the applicable party, an each a “IndemniteeLiberty Tax Indemnified Party”) from and against any and all coststhird party claims, actions, demands, suits (“Liberty Tax Claims”) and all related losses, liabilities, damages, liabilitiespenalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by a Liberty Tax Indemnified Party arising out of or related to any actual or alleged infringement or misappropriation of the intellectual property rights of any third party by (i) the NetSpend Cards, to the extent, and only to the extent, that such actual or alleged infringement or misappropriation relates directly to the NetSpend Cards and the standard processes associated therewith, (ii) NetSpend’s or the Issuing Bank’s Marks or (iii) the Marketing Material. For purposes of clarity, the indemnification obligations set forth in this paragraph shall not apply to the extent such infringement or misappropriation is based upon Liberty Tax’s and/or Franchisee’s use and/or distribution of NetSpend Cards in connection with the tax preparation and related services provided by Liberty Tax or Franchisee. (b) Liberty Tax shall, at its expense, indemnify, defend and hold harmless NetSpend and its shareholders, directors, officers, employees, agents, successors and assigns (each, a “NetSpend Indemnified Party”) from and against any and all losses, claims or expenses (including including, without limitation, reasonable attorneys’ fees and court costsexpenses) or other losses incurred by a NetSpend Indemnified Party in any way arising from or in connection with (i) the Indemniteeinaccuracy of any representation or warranty of Liberty Tax hereunder or the performance or nonperformance of Liberty Tax’s obligations hereunder, (ii) the inaccuracy of any representation or warranty of Franchisee under the applicable Franchisee Card Program Agreement or the performance or nonperformance of Franchisee’s obligations under the applicable Franchisee Card Program Agreement or (iii) any actual or alleged infringement or misappropriation of the intellectual property rights of any third party by Liberty Tax’s or Franchisee’s use and/or distribution of the NetSpend Cards in connection with the tax preparation and related services provided by Liberty Tax or Franchisee. (c) In no event shall either Party be liable for any consequential, punitive, special, or brought by a third party against an Indemnitee, arising from exemplary damages relating to this Agreement. (d) The Parties’ respective indemnification obligations under this Section 9 shall survive the indemnifying party’s negligence, intentional misconduct, breach expiration or termination of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee . (e) Liberty Tax shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, obtain and maintain throughout for the term of this Agreement, general liability at its expense, insurance policies of the type and amounts specified in Schedule 4 hereto covering Liberty Tax, or such other insurance coverage in form and officer and director liability coveragesubstance acceptable to NetSpend. Upon request, Advarra agrees Liberty Tax shall furnish to provide the Institution NetSpend a certificate of insurance or other evidence satisfactory to NetSpend that such insurance coverage is in effect. A failure to comply with Certificates of Insurance demonstrating this coverage. This section provision shall survive any termination be deemed a breach of this Agreement.

Indemnification and Insurance. Each party (a) From and after the Effective Time, Parent and the Surviving Entity shall indemnify, defend and hold harmless to the fullest extent permitted under Applicable Law each Person who is, or has been at any time prior to the Effective Time, an officer or director of the Company (or any Subsidiary thereof) and each Person who served at the request of the Company as a director, officer, trustee, or fiduciary of another corporation, partnership, joint venture, trust, pension or other party and its and its affiliates’ directors, officers, employees, and agents employee benefit plan or enterprise (each, including the applicable partyindividually, an “IndemniteeIndemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all costslosses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an “Action”), (i) Parent and the Surviving Entity shall pay, as incurred, the fees and court costs) or other losses incurred expenses of counsel selected by the IndemniteeIndemnified Party, or brought which counsel shall be reasonably acceptable to Parent and the Surviving Entity, in advance of the final disposition of any such Action to the fullest extent permitted by a third party against an IndemniteeApplicable Law and, arising from if required, upon receipt of any undertaking required by Applicable Law to repay the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure amounts so advanced to comply with applicable laws, rulesthe extent it is ultimately determined that such Indemnified Party is not entitled to indemnification, and regulations. The Indemnitee shall give (ii) Parent and the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes Surviving Entity will cooperate in the defense of any claimsuch matter; provided, however, Parent and the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim Surviving Entity shall not be liable for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or any settlement of any such claims shall be made effected without the prior their written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAWand provided further, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other that Parent and the sum Surviving Entity shall not be obligated pursuant to this ‎Section 5.11 to pay the fees and disbursements of a party’s remedies against the other will not exceedmore than one counsel for all Indemnified Parties in any single Action, unless, in the aggregategood faith judgment of any of the Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in which case there may be separate counsel for each similarly situated group. (b) The rights of beneficiaries to exculpation, indemnification, and advancement of expenses to the Fees that have been paid extent provided for in the Company LLC Agreement with respect to matters occurring through the Effective Time shall survive the Merger. (c) Parent shall prior to the Closing, purchase a six-year officers’ and directors’ liability insurance prepaid “tail” policy on terms no less advantageous to the Indemnified Parties than the existing directors’ and officers’ liability insurance maintained by the Institution Company with respect to Advarra matters arising on or before the Closing, covering without limitation the transactions contemplated hereby. The provisions of this Section shall survive the Closing and expressly are intended to benefit, and are enforceable by, each Indemnified Party (d) For six years after the Effective Time, Parent shall cause to be maintained in effect provisions in the Surviving Entity’s (or, if a successor or assign has assumed the Surviving Entity’s obligations set forth in this ‎Section 5.11(d) pursuant to ‎Section 5.11(e), any successor thereto’s) organizational documents regarding exculpation, indemnification of and advancement of expenses to any parties entitled to such rights under the Company LLC Agreement in effect as of the date hereof that are no less advantageous to the intended beneficiaries than the corresponding provisions in effect on the date of this Agreement. The Institution agrees that it rights of each Indemnified Party hereunder shall maintain at be in addition to any other rights such Indemnified Party may have under the Certificate of Formation, the Company LLC Agreement or comparable organizational documents of the Company or any of its expenseSubsidiaries, as applicable, under Applicable Law or cause to be maintained, during the performance otherwise. The provisions of this Agreement‎Section 5.11 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) In the event Parent, insurance covering the Institution, Principal Investigators Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence or substantially all of its insurance properties and assets to any Person, then and in either such case, proper provision shall be made so that the successors and assigns of Parent or self-insurance to Advarrathe Surviving Entity, upon request. Advarra will provide at its expenseas the case may be, and maintain throughout shall assume the term of obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreement‎Section 5.11.

Indemnification and Insurance. Each party (a) Patent and Copyright Indemnification. CellStar agrees to defend, at its expense, any claims or suits against MCI based upon a claim that any Products furnished hereunder directly infringes a U.S. patent or copyright and to pay costs and damages finally awarded in any such suit, provided that CellStar is notified promptly in writing of the suit and at CellStar's request and at its expense is given control of said claim and all requested assistance for defense of same. If the use or sale of any Products furnished hereunder is enjoined as a result of such suit, CellStar at its option and at no expense to MCI, shall indemnifyobtain for MCI the right to use or sell said Products or shall substitute an equivalent Product reasonably acceptable to MCI, defend and extend this indemnity thereto or shall accept the return of the Products and reimburse MCI the purchase price therefor, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any Products furnished by CellStar or by the combination of any Products furnished by CellStar and other elements, nor does it extend to any products of MCI's design or formula. The foregoing states the entire liability of CellStar for patent or copyright infringement. IN NO EVENT SHALL CELLSTAR BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS EXCEPT AS OTHERWISE SET FORTH HEREIN. (b) Other CellStar Indemnification. CellStar shall indemnify and hold harmless the other party and MCI, its and its affiliates’ officers, directors, employees, affiliates (including their officers, directors and employees), and agents (eachthe "MCI Indemnified Parties") harmless from any liabilities, claims, losses and expenses, including without limitation, interest, penalties, consequential damages and all reasonable attorneys' fees including in-house counsel fees, accountants, and other experts, that may be incurred by MCI as a result of or arising out of claims made: (i) by any third party for injury to persons, including death, and damage to property, including theft, resulting from CellStar's negligent acts or omissions; (ii) by any third party for injury to persons, including death, and damage to property, resulting from any material supplied or used by CellStar in a defective and unreasonably dangerous condition; (iii) under Worker's Compensation, or similar employer- employee liability acts, against MCI by persons provided by CellStar; and (iv) any claim for infringement of any U.S. trademark or copyright by reason of use of CellStar's trademarks in connection with the Products. If any MCI Indemnified Party makes an indemnification request to CellStar, the MCI Indemnified Party shall permit CellStar to defend or settle at its own expense, any action or claim against the MCI Indemnified Party for which CellStar is responsible under this provision; provided that (i) any such settlement or disposition shall impose no obligation whatsoever on the MCI Indemnified Party that is not wholly discharged or dischargeable by CellStar, and imposes no conditions or obligations on the MCI Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of CellStar and (ii) CellStar will be capable of fully performing its obligations pursuant to such settlement or disposition, including the applicable party, an “Indemnitee”) from and against any and financial capacity to pay when due all costs, damages, liabilities, sums it is obligated to pay pursuant to such settlement or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulationsdisposition. The Indemnitee MCI Indemnified Party shall give the indemnifying party prompt notice notify CellStar promptly of any claim for which indemnification CellStar is sought hereunder. The indemnifying party responsible and shall have the opportunity cooperate with CellStar in every commercially reasonable way to undertake the facilitate defense of and any such claim; provided that the MCI Indemnified Party's failure to settle by compromise or otherwise any claim for which indemnification is available notify CellStar shall not diminish CellStar's obligations under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of unless CellStar is materially prejudiced as a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses result of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementfailure.

Indemnification and Insurance. Each party shall indemnify(a) From the Merger Effective Time through the seventh (7th) anniversary of the date on which the Merger Effective Time occurs, defend each of DPRX and PLx shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the other party and its and its affiliates’ directorsdate hereof, officersor who becomes prior to the Merger Effective Time, employeesa director or officer of DPRX or PLx (each such present or former director or officer (i) of PLx being referred to as an “PLx Indemnified Party”, and agents (each, including the applicable party, ii) of DPRX being herein referred to as a “DPRX Indemnified Party” and each PLx Indemnified Party and DPRX Indemnified Party being an “IndemniteeIndemnified Party” and such Persons collectively being referred to as the “Indemnified Parties”) from and ), against any and all costsclaims, losses, liabilities, damages, liabilitiesjudgments, or expenses (fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and court costs) disbursements, incurred in connection with any claim, action, suit, proceeding or other losses incurred by the Indemniteeinvestigation, whether civil, criminal, administrative or brought by a third party against an Indemniteeinvestigative, arising from out of or pertaining to the indemnifying party’s negligencefact that the Indemnified Party is or was a director or officer of DPRX or PLx, intentional misconductwhether asserted or claimed prior to, breach at or after the Merger Effective Time, to the fullest extent permitted under Delaware Law for directors or officers of this Agreement, or failure Delaware corporations. Each Indemnified Party will be entitled to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice advancement of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of DPRX and PLx, jointly and severally, upon receipt by DPRX or PLx from the Indemnitee may participate Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent then required by Delaware Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) Each of DPRX, PLx and PLx’s Subsidiaries agree that all rights to indemnification or exculpation now existing in such defense with legal counsel favor of the Indemnitee’s selection present and at former directors and officers of DPRX, PLx or of any of their respective Subsidiaries as provided in the expense governing documents of Indemnitee. If DPRX, PLx or any of their respective Subsidiaries or any Contract by which DPRX, PLx or any of their respective Subsidiaries is bound and which is in effect as of the indemnifying partydate hereof, will survive the completion of the Transaction and continue in full force and effect and without modification, with respect to actions or omissions of the Indemnified Parties occurring prior to the Closing, for the period currently contemplated therein. (c) DPRX, PLx and their respective Subsidiaries will maintain in effect without any reduction in scope or coverage for seven years from the Closing Date customary policies of directors’ and officers’ liability insurance providing protection no less favorable to the protection provided by the policies maintained by DPRX, PLx and their respective Subsidiaries, which are in effect immediately prior to the Closing Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Closing Date; provided, however, that each of DPRX and PLx may, prior to the expiration Closing Date, purchase prepaid non-cancellable run-off directors’ and officers’ liability insurance on terms substantially similar to the directors’ and officers’ liability policies currently maintained by DPRX or PLx, as applicable, but providing coverage for a period of twenty seven years from the Closing Date with respect to claims arising from or related to facts or events which occurred on or prior to the Closing Date; provided, further, however, that in no event shall either DPRX, PLx or their respective Subsidiaries spend premiums for any of the insurance referenced in this Section 5.6(b) to the extent it would exceed 300% of the relevant party’s current annual premium for directors’ and officers’ liability insurance, as applicable. (20d) days after receipt of notice of a claim The covenants contained in this Section 5.6 are intended to be for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf irrevocable benefit of, and at the risk and expense ofshall be enforceable by, the indemnifying partyIndemnified Parties and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of any other rights which an Indemnified Party has under Law, Contract or otherwise, and shall be binding on DPRX and its successors and assigns. DPRX will act as agent and trustee for the DPRX Indemnified Parties not a party to this Agreement for the covenants of PLx and DPRX under this Section 5.6, and DPRX agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. PLx will act as agent and trustee for PLx Indemnified Parties not a party to this Agreement for the covenants of DPRX under this Section 5.6, and PLx agrees to accept such trust and to hold and enforce the obligations and covenants on behalf of each such person. (e) In the event DPRX or PLx or any of their respective successors or assigns (i) consolidates with all reasonable costs or merges into any other Person and expenses shall not be the continuing or surviving corporation or entity of such defense consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to be paid by the indemnifying party. No compromise or settlement of any Person, then, and in each such claims case, proper provision shall be made without so that the prior consent in writing successors and assigns of DPRX or PLx, as the Indemnitee (which consent case may be, shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability succeed to the other and the sum of a party’s remedies against the other will not exceed, obligations set forth in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 5.6.

Indemnification and Insurance. Each party shall (a) Following the Effective Time, Parent will indemnify, defend and defend, hold harmless and advance expenses to the other party present and former directors and officers of the Company or any of its and its affiliates’ directors, officers, employeessubsidiaries, and agents any such Person presently or formerly serving at the request of the Company or any of its subsidiaries as a director, officer, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or under or with respect to any employee benefit plan (each, including the applicable party, an “IndemniteeIndemnified Party” and, collectively, the “Indemnified Parties”) from against all costs and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement and other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Plan), whether asserted or claimed prior to, at or after the Effective Time to the same extent as such Persons are indemnified or have the right to advancement of expenses pursuant to the Governing Documents in effect on the date of this Plan with the Company or any of its subsidiaries. In the event of any such Indemnified Liabilities, (1) Parent will pay the reasonable fees and court costs) or other losses incurred expenses of counsel selected by the Indemniteean Indemnified Party promptly after statements therefor are received and will otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, or brought in each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach final and nonappealable judgment of this Agreement, or failure a court of competent jurisdiction that such Indemnified Party was not entitled to comply with applicable laws, rulesindemnification hereunder, and regulations. The Indemnitee shall give (2) Parent and the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake applicable Indemnified Parties will cooperate in the defense of such matter. If any Indemnified Party is required to bring any action to enforce rights or to collect amounts due under this Plan and is successful in obtaining a decision that it is entitled to settle enforcement of any right or collection of any amount in such action, Parent will reimburse such Indemnified Party for all its expenses reasonably incurred in connection with bringing and pursuing such action including reasonable attorneys’ fees and costs. (b) For a period of six (6) years from the Effective Time, Parent will use its reasonable best efforts to provide directors’ and officers’ liability insurance (including excess coverage) in respect of any Company Benefit Plans that serve to reimburse the present and former officers and directors of the Company or any of its subsidiaries with respect to claims against such directors and officers arising from facts or events occurring at or prior to the Effective Time (including the transactions contemplated by compromise this Plan), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous in the aggregate, as that coverage currently provided by the Company; provided, however, that in no event will Parent be required to expend annually in the aggregate an amount in excess of 250% of the annual premiums currently paid by the Company for such insurance (the “Insurance Amount”), and provided, further, that, if Parent is unable to maintain such policy (or otherwise any claim for which indemnification such substitute policy) as a result of the preceding proviso, Parent will obtain as much comparable insurance as is available for the Insurance Amount. In lieu of the insurance described in the preceding sentence, Parent may, at its option, purchase prepaid or “tail” directors’ and officers’ liability insurance coverage no less favorable than the coverage described in the preceding sentence. (c) Any Indemnified Party wishing to claim indemnification under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed5.10(a). If the indemnifying party so assumes the defense , upon learning of any claim, action, suit, proceeding or investigation described above, will notify Parent thereof; provided that the Indemnitee may participate in such defense with legal counsel failure to so notify will not affect the obligations of the Indemnitee’s selection Parent under Section 5.10(a) unless and at the expense of Indemnitee. If the indemnifying party, prior then only to the expiration extent that Parent is actually and materially prejudiced as a result of twenty (20) days after receipt of such failure. Parent hereby acknowledges notice of a claim all matters Previously Disclosed. (d) If Parent or any of its successors or assigns will consolidate with or merge into any other entity and not be the continuing or surviving entity of such consolidation or merger, transfer all or substantially all of its assets or deposits to any other entity or engage in any similar transaction, then in each case, Parent will cause proper provision to be made so that the successors and assigns of Parent will assume the obligations set forth in this Section 5.10. (e) The provisions of this Section 5.10 are intended to be for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf benefit of, and at the risk will be enforceable by, each Indemnified Party and expense of, the indemnifying party, with all reasonable costs his or her heirs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreementrepresentatives. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of indemnification rights granted in this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expenseSection 5.10 are in addition to, and maintain throughout the term of this Agreementnot in substitution for, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees any other rights to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive indemnification or contribution that any termination of this AgreementIndemnified Party may have by contract or otherwise.

Indemnification and Insurance. Each party (a) From and after the Effective Time, Holdings shall subject to Applicable Law: honor all indemnification, advancement and expenses and exculpation agreements or other obligations of Basic and Grey Wolf with respect to their respective current or former officers and directors including those agreements or obligations included in the Basic Charter Documents, the Grey Wolf Charter Documents, and any Contract of Basic or Grey Wolf with their respective current or former officers or directors, or arising under Applicable Law. (b) From and for a period of six years after the Effective Time, Holdings shall indemnify, defend and defend, hold harmless and advance expenses to each person who is now, has been at any time prior to the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach date of this Agreement, or failure becomes prior to comply the Effective Time, an officer, director, employee, controlling stockholder or agent (including a trustee or fiduciary of a Basic Benefit Plan or Grey Wolf Benefit Plan) of any of the Basic Companies or Grey Wolf Companies (collectively, the "Indemnified Parties”) to the fullest extent permitted by Applicable Law against all losses, expenses (including reasonable outside attorneys’ fees), claims, damages, fines, costs, liabilities or amounts that are paid in settlement with applicable laws, rules, and regulations. The Indemnitee shall give the approval of the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld withheld) resulting from, or delayedotherwise arising in connection with, any threatened or actual claim, action, suit, proceeding or investigation (a “Claim”). If , based in whole or in part on, or arising in whole or in part out of, the indemnifying party so assumes fact that the defense Indemnified Party (or the Person controlled by the Indemnified Party) is or was a director, officer, employee, controlling stockholder or agent (including a trustee or fiduciary of any claim, the Indemnitee may participate in such defense with legal counsel Basic Benefit Plan or Grey Wolf Benefit Plan) of any of the Indemnitee’s selection Basic Companies or the Grey Wolf Companies and pertaining to any matter existing, or arising out of actions or omissions or alleged actions or omissions occurring, at the expense of Indemnitee. If the indemnifying party, or prior to the expiration Effective Time (including any Claim arising out of twenty (20) days this Agreement or any of the transactions contemplated hereby), whether asserted or claimed prior to, at or after receipt the Effective Time. Holdings shall pay any expenses to each Indemnified Party, as incurred, in advance of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement final disposition of any such claims shall Claim to the fullest extent permitted under Applicable Law. Each Indemnified Party will be made without entitled to receive such advances from Holdings within ten Business Days of receipt by Holdings from the prior consent in writing Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the Indemnitee (which consent shall extent required by Applicable Law, to repay such advances if it is ultimately determined that such Person is not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEentitled to indemnification. Without limiting the foregoing, a party’s liability in the event any such Claim is brought against any Indemnified Party (whether arising before or after the Effective Time): (i) Holdings shall have the right to control the defense of such matter with Holdings’ regularly engaged legal counsel or other counsel selected by Holdings and reasonably satisfactory to the other Indemnified Party, and Holdings shall pay all reasonable fees and expenses of such counsel; and (ii) the sum of a party’s remedies against the other Indemnified Party will not exceedcooperate with Holdings, at Holdings’ expense, in the aggregatedefense of any such matter. Holdings shall not settle, compromise or consent to the Fees entry of any judgment in any Claim for which indemnification could be sought by any Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Claim and does not include any finding of fact admission or stipulation with respect to fault, intent or culpability of the Indemnified Party, or such Indemnified Party otherwise consents. In the event of any Claim, any Indemnified Party wishing to claim indemnification shall promptly notify Holdings thereof (provided that failure to so notify Holdings will not affect the obligations of Holdings except to the extent that Holdings shall have been materially prejudiced as a result of such failure) and shall deliver to Holdings any undertaking required by Applicable Law, but without any requirement for the posting of a bond. Without limiting the foregoing, in the event any Claim is brought against any of the Indemnified Parties, Holdings shall be required to retain only one counsel (plus one local counsel, if necessary) to represent all such Indemnified Parties with respect to each such matter unless the use of one counsel to represent the Indemnified Parties would present such counsel with a conflict of interest, or the representation of all of the Indemnified Parties by the same counsel would be inappropriate due to actual or apparent differing interests between them, in which case such additional counsel as may be required (as shall be reasonably determined by the Indemnified Parties and Holdings) may be retained by the Indemnified Parties at the cost and expense of Holdings and Holdings shall pay all reasonable fees and expenses of such counsel for such Indemnified Parties. Notwithstanding the foregoing, nothing contained in this Section 5.15 shall be deemed to grant any right to any Indemnified Party which is not permitted to be granted to an officer, director, employee, controlling stockholder or agent of Basic or Grey Wolf under a non-waivable provision of Applicable Law. (c) From and for not less than six years after the Effective Time, Holdings shall use its reasonable best efforts to maintain in effect directors’ and officers’ liability insurance policies covering those persons who are covered by Basic’s and Grey Wolf’s respective directors’ and officers’ respective liability insurance policies as of the Effective Time on terms substantially no less advantageous to such Persons than such existing insurance with respect to Claims arising from facts or events that occurred on or prior to the Effective Time; provided, however, that (i) Holdings may substitute therefor policies, issued by an insurance carrier with the same or better credit rating as Grey Wolf’s and Basic’s current insurance carrier, of at least the same coverage containing terms and conditions which are no less advantageous than Grey Wolf’s and Basic’s current policy, provided that such substitution shall not result in gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and (ii) Holdings shall not be required to pay an annual premium in excess of 250% of the last annual premium paid by Grey Wolf or Basic (whichever premium was higher) prior to the Institution date hereof. In the event that the annual premium for such insurance exceeds such maximum amount, Holdings shall purchase as much coverage per policy year as reasonably obtainable for such maximum amount. (d) This covenant is intended to Advarra under this Agreementbe for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. The Institution agrees indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Applicable Law, Contract or otherwise. (e) In the event that it shall maintain at its expenseHoldings, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence any of its insurance respective successors or self-insurance assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its and its subsidiaries’ properties and assets (taken as a whole) to Advarraany Person, upon request. Advarra will provide at its expensethen, and maintain throughout in each such case, proper provision shall be made by Holdings so that the term successors and assigns of Holdings, as the case may be, shall succeed to the obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 5.15.

Indemnification and Insurance. Each party 11.1. By AbbVie. AbbVie shall indemnify, defend and hold harmless the other party Kadmon, its Affiliates and its and its affiliates’ directorstheir respective employees, officers, employees, directors and agents (each, including the applicable party, an “IndemniteeKadmon Indemnitees”) from and against any and all costsLosses that the Kadmon Indemnitees directly incur, damagesand all Losses that the Kadmon Indemnitees actually pay to one or more Third Parties (whether such claim is asserted as a tort, liabilitiesbreach of contract or otherwise), in each instance to the extent resulting from or expenses arising out of (including reasonable attorneysa) any breach by AbbVie of any of its representations, warranties or obligations pursuant to this Agreement, (b) AbbVie’s or its Affiliates’ fees and court costsnegligence (or more culpable act or omission) or other losses incurred violation of Applicable Laws or regulations in performing or failing to perform its rights or obligations in connection with this Agreement or (c) the development, manufacture, use or Commercialization of Product by or on behalf of AbbVie and/or its Affiliates in the IndemniteeTerritory (except for matters conducted solely by Kadmon under this Agreement or the Ancillary Agreements); provided, however, that AbbVie will not be obligated to indemnify or hold harmless Kadmon Indemnitees from any such Losses to the extent resulting from (i) any breach by Kadmon of any of its representations, warranties or obligations pursuant to this Agreement, (ii) Kadmon’s or its Affiliates’ negligence (or more culpable act or omission) or violation of Applicable Laws or regulations in performing or failing to perform its rights or obligations in connection with this Agreement, (iii) any claim made or brought by a third party against an Indemniteeany Third Party that the manufacture, arising from use, sale or other Commercialization of the indemnifying party’s negligenceProduct infringes, intentional misconductmisappropriates or otherwise conflicts with the Patent Rights or any other intellectual property rights of any Third Party, breach or (iv) any claim made or brought by any Third Party that the execution and delivery of this Agreement, Agreement or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice grant of any claim for which indemnification is sought hereunder. The indemnifying party shall have of the opportunity rights under this Agreement to undertake the defense of and to settle by compromise AbbVie conflicts with or otherwise any claim for which indemnification is available under this Section tortiously interferes with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense rights of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementThird Party.

Indemnification and Insurance. Each party shall X. XXXXXXXXX agrees to indemnify, defend with counsel approved in writing by PA, and hold PA, its officers, employees, agents, and those special districts and agencies for which COUNTY’s Board of Supervisors acts as the governing Board (“PA INDEMNITEES”) harmless from any claims, demands, including defense costs, or liability of any kind or nature, including, but not limited to, personal injury or property damage, arising from or related to the services, products or other party performance provided by CALOPTIMA pursuant to this MOU. B. PA agrees to indemnify, defend with counsel approved in writing by CALOPTIMA, and hold CALOPTIMA, its elected and its affiliates’ directorsappointed officials, officers, employees, and agents agents, directors, members, shareholders, and/or affiliates (each“CALOPTIMA Indemnities”) harmless from any claims, demands, including the applicable party, an “Indemnitee”) from and against any and all defense costs, damagesor liability of any kind or nature, liabilitiesincluding, but not limited to, personal injury or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemniteeproperty damage, arising from or related to the services, products or other performance provided by PA pursuant to this MOU. C. If judgment is entered against one Party by a court of competent jurisdiction because of the concurrent active negligence of the other Party or that Party’s Indemnities, the Parties agree that liability will be apportioned as determined by the court. D. Each Party agrees to provide the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply Party with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice written notification of any claim for which indemnification is sought hereunder. The indemnifying party shall have related to services provided by either Party pursuant to this MOU within thirty (30) calendar days of notice thereof, and in the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If event the indemnifying party so assumes Party is subsequently named Party to the defense of any claimlitigation, the Indemnitee may participate in such defense each Party shall cooperate with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying partyParty in its defense. E. Without limiting CALOPTIMA’s indemnification, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf ofCALOPTIMA guarantees that it is either self-insured, and shall at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, times during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this AgreementMOU maintain self-insurance covering its operations in amounts acceptable to the PA, general liability coverage and officer and director liability coverageor shall maintain a policy or policies of insurance covering its operations, placed with insurance companies licensed to do business in the State of California, in amounts as specified in the table below. Upon requestrequest by PA, Advarra agrees to CALOPTIMA shall provide the Institution with Certificates evidence of Insurance demonstrating this coveragesuch insurance. This section shall survive any termination of this Agreement.Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non-owned and hired vehicles $1,000,000 per occurrence

Indemnification and Insurance. Each party (a) From and after the Effective Time, Santa Fe shall cause the Surviving Entity to indemnify, defend and hold harmless to the fullest extent permitted under applicable law each person who is, or has been at any time prior to the Effective Time, an officer or director of Global (or any Subsidiary or division thereof) and each person who served at the request of Global as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other party and its and its affiliates’ directors, officers, employeesemployee benefit plan or enterprise, and agents each person who is, or has been at any time prior to the Effective Time, a party to a written employee indemnification agreement with Global or any Subsidiary thereof (each, including the applicable partyindividually, an “Indemnitee”"Indemnified Party" and, collectively, the "Indemnified Parties") from and against any and all costslosses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) Santa Fe shall cause the Surviving Entity to pay, as incurred, the fees and court costs) or other losses incurred expenses of counsel selected by the IndemniteeIndemnified Party, or brought which counsel shall be reasonably acceptable to the Surviving Entity, in advance of the final disposition of any such Action to the fullest extent permitted by a third party against an Indemniteeapplicable law and, arising from the indemnifying party’s negligenceif required, intentional misconduct, breach upon receipt of this Agreement, or failure to comply with any undertaking required by applicable laws, ruleslaw, and regulations. The Indemnitee shall give (ii) Santa Fe and the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes Surviving Entity will cooperate in the defense of any claimsuch matter; provided, however, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim Surviving Entity shall not be liable for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or any settlement of any such claims shall be made effected without the prior its written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAWand provided further, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other that Santa Fe and the sum Surviving Entity shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of a party’s remedies against the other will not exceedmore than one counsel for all Indemnified Parties in any single Action, unless, in the aggregategood faith judgment of any of the Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in which case there may be separate counsel for each similarly situated group. (b) The parties agree that the Fees that have been paid by rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, in the Institution certificate of incorporation and bylaws of Global and its Subsidiaries with respect to Advarra under this Agreement. The Institution agrees that it matters occurring through the Effective Time, shall maintain at its expensesurvive the Merger. (c) For a period of six years after the Effective Time, or Santa Fe and the Surviving Entity shall cause to be maintained, during the performance of this Agreement, maintained officers' and directors' liability insurance covering the InstitutionIndemnified Parties who are, Principal Investigators or at any time prior to the Effective Time were, covered by Global's existing officers' and all directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance, provided that Santa Fe and the Surviving Entity shall not be required to pay annual premiums in excess of 150% of the last annual premium paid by Global prior to the date hereof (the amount of which premium is set forth in the Global Disclosure Letter), but in such case shall purchase as much coverage as reasonably practicable for such amount. (d) The rights of each Indemnified Party hereunder shall be in addition to any other research personnel for bodily injuryrights such Indemnified Party may have under the certificate of incorporation or bylaws of Global or any of its Subsidiaries, death and professional liabilityunder applicable law or otherwise. The Institution will provide evidence provisions of this Section 7.13 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) In the event Santa Fe, the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its insurance properties and assets to any person, then and in either such case, proper provision shall be made so that the successors and assigns of Santa Fe or self-insurance to Advarrathe Surviving Entity, upon request. Advarra will provide at its expenseas the case may be, and maintain throughout shall assume the term of obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 7.13.

Indemnification and Insurance. Each party shall indemnify(a) Without limiting any additional rights that any director, defend officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Company’s Governing Documents, this Agreement or, if applicable, similar organizational documents or agreements of any of the Company’s Subsidiaries, from and after the Effective Time, Parent and Surviving Corporation shall: (i) indemnify and hold harmless each person who is at the other party and date hereof or during the period from the date hereof through the Effective Time serving as a director, officer, trustee, or fiduciary of the Company or its and its affiliates’ directorsSubsidiaries (collectively, officers, employees, and agents (each, including the applicable party, an “IndemniteeIndemnified Parties”) from to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, in connection with any Claim and against any judgments, fines, penalties and all costs, damages, liabilities, or expenses amounts paid in settlement (including reasonable attorneys’ fees all interest, assessments and court costsother charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; (ii) at Parent and the Surviving Corporation’s own expense and with their own counsel, defend or other losses incurred by settle such Claim on behalf of the IndemniteeIndemnified Parties; provided, or brought by a third party against an Indemniteehowever, arising from that (x) Parent and the indemnifying party’s negligenceSurviving Corporation shall keep the Indemnified Parties informed of all material developments and events relating to such Claim, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give (y) the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party Indemnified Parties shall have the opportunity right to undertake participate, and (z) Parent and the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval Surviving Corporation shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in settle such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made Claim without the prior written consent in writing of the Indemnitee (Indemnified Parties; provided further however, that if there is a conflict between the Indemnified Parties, Parent and the Surviving Corporation, and counsel of Parent and the Surviving Corporation cannot represent the Indemnified Parties, then the Indemnified Parties shall have the right to be represented by a separate counsel of his or her choice, subject to the approval of the Parent and Surviving Corporation, which consent shall not be unreasonably withheld withheld, and in which event Parent and the Surviving Corporation shall promptly pay counsel for the Indemnified Parties, including any request for advancement of expenses of up to $10,000 for Indemnified Parties; and (iii) promptly pay on behalf of the Indemnified Parties to the fullest extent authorized or delayedpermitted by applicable law, as now or hereafter in effect, any D&O Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any D&O Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security (but subject to Parent ‘s or Surviving Corporation’s, as applicable, receipt of a written undertaking by or on behalf of such Indemnified Party, if required by applicable Law, to repay such D&O Expenses if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINThe indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.09(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby, TO THE MAXIMUM EXTENT PERMITTED BY LAWincluding the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto), IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTALand all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director, CONSEQUENTIALofficer, INDIRECTtrustee, SPECIALemployee, PUNITIVEagent, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting or fiduciary of the foregoing, a party’s liability Company or its Subsidiaries after the date hereof and shall inure to the other benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.09(a): (1) the sum of a party’s remedies against the other will not exceedterm “Claim” means any threatened, in the aggregateasserted, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expensepending or completed Action, suit or proceeding, or cause any inquiry or investigation, whether instituted by any party hereto, any Governmental Entity or any other party, that any Indemnified Party in good faith believes might lead to be maintainedthe institution of any such Action, during suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to matters that relate to such Indemnified Party’s duties or service as a director, officer, trustee, employee, agent, or fiduciary of the performance Company, any of this Agreementits Subsidiaries, insurance covering or any employee benefit plan (within the Institution, Principal Investigators meaning of Section 3(3) of ERISA) maintained by any of the foregoing or any other person at or prior to the Effective Time at the request of the Company or any of its Subsidiaries; and (2) the term “D&O Expenses” means reasonable attorneys’ fees and all other research personnel reasonable costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for bodily injurywhich indemnification is authorized pursuant to this Section 5.09(a), death and professional liabilityincluding any Action relating to a claim for indemnification or advancement brought by an Indemnified Party. The Institution will provide evidence Neither Parent nor Surviving Corporation shall settle, compromise or consent to the entry of its insurance any judgment in any actual or self-insurance to Advarrathreatened claim, upon request. Advarra will provide at its expensedemand, and maintain throughout the term Action, suit, proceeding, inquiry or investigation in respect of this Agreementwhich indemnification has been or could be sought by such Indemnified Party hereunder unless such settlement, general compromise or judgment includes an unconditional release of such Indemnified Party from all liability coverage and officer and director liability coverage. Upon requestarising out of such claim, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementdemand, Action, suit, proceeding, inquiry or investigation or such Indemnified Party otherwise consents thereto.

Indemnification and Insurance. Each party SBKC covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Neighbors’ Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification SBKC is sought hereunder. The indemnifying party notified in writing within such period shall have continue until the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses final disposition of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEclaim. Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between SBKC and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a party’s liability claim in respect thereof is to be made against SBKC under such subparagraph, notify SBKC in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, SBKC shall be entitled to participate therein and, to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees extent that it shall maintain at wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from SBKC to such Indemnified Party of its expenseelection so to assume the defense thereof, SBKC shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if SBKC elects not to assume such defense or if counsel for the Indemnified Party advises SBKC in writing that there are material substantive issues that raise conflicts of interest between SBKC or Neighbors and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and SBKC shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, SBKC shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) Neighbors shall cause the persons serving as officers or directors of Neighbors or Neighbors Bank, immediately prior to the Effective Time to be maintainedcovered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by Neighbors with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) SBKC may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with Neighbors’ consent, during give prior to the performance Effective Time, any other policy); and (ii) the aggregate premium to be paid by Neighbors for such insurance shall not exceed 150% of the most current annual premium paid by Neighbors for its directors and officers liability insurance, without SBKC’s prior approval. (d) If SBKC or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of SBKC shall assume the obligations set forth in this Section 8.12. (e) The provisions of this Agreement, insurance covering Section 8.12 are intended to be for the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expensebenefit of, and maintain throughout the term of this Agreementshall be enforceable by, general liability coverage each Indemnified Party and officer his or her heirs and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party 12.1. Sales Agent shall indemnify, defend and hold harmless the other party Company, and its and its affiliates’ officers, directors, officers, employees, affiliates and agents (each, including the applicable party, an “IndemniteeCompany Indemnitees”) from and against any and all costsclaims, damages, liabilitieslosses, or costs and expenses (including reasonable attorneys’ fees fees) (the “Liabilities”) which any Company Indemnitee may incur to the extent that such Liabilities arise out of or result from: (i) any representation or warranty given by Sales Agent with respect to the Products (other than the labeling of the Products as approved by the United States Food and court costsDrug Administration (the “FDA”) or other losses incurred otherwise provided by the IndemniteeCompany, either verbally or in writing, (ii) the manufacture, use or sale of any product which is not supplied by Company and which is sold or combined with a Product, (iii) the breach of any representation, warranty, or brought covenant of the Sales Agent contained in this Agreement; or (iv) the negligence, recklessness, gross negligence, or willful misconduct of Sales Agent or any Sales Agent Indemnitee. 12.2. Company shall indemnify and hold harmless Sales Agent and its officers, directors, employees, affiliates and agents (the “Sales Agent Indemnitees”) from all Liabilities which any Sales Agent Indemnitee may incur by a third party against an Indemniteereason of any Products sold or furnished by Company which result in injury, arising illness or death to the extent that such Liabilities arise out of or result from the indemnifying party’s failure of the Products to meet the Product warranty set forth in Section 17 or the recklessness, gross negligence, intentional misconduct, breach or willful misconduct of this Agreement, or failure to comply with applicable laws, rules, and regulationsany Company Indemnitee. 12.3. The Indemnitee shall party seeking indemnification hereunder (the “Indemnified Party”) shall: (i) give the indemnifying other party prompt (the “Indemnifying Party”) notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake relevant claim, (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim and (iii) give the Indemnifying Party the right to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes control the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims claim, except that the Indemnifying Party shall be made not enter into any settlement that affects the Indemnified Party’s rights or interest without the Indemnified Party’s prior consent in writing written approval. The Indemnified Party shall have no authority to settle any claim on behalf of the Indemnitee (which consent shall not be unreasonably withheld or delayed)Indemnifying Party. 12.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout During the term of this AgreementAgreement Sales Agent agrees to maintain such insurance as will fully cover any loss, general liability coverage and officer and director liability coveragetheft or damage of the Consigned Inventory. Upon request, Advarra agrees to the request of the Company the Sales Agent shall provide the Institution Company with Certificates certificates of Insurance insurance demonstrating this coverage. This section shall survive any termination of this Agreementthat Sales Agent has the insurance described above.

Indemnification and Insurance. Each party (a) From and after the Effective Time, Parent and the Surviving Entity shall indemnify, defend and hold harmless to the fullest extent permitted under Applicable Law each Person who is, or has been at any time prior to the Effective Time, an officer or director of the Company (or any Subsidiary thereof) and each Person who served at the request of the Company as a director, officer, trustee, or fiduciary of another corporation, partnership, joint venture, trust, pension or other party and its and its affiliates’ directors, officers, employees, and agents employee benefit plan or enterprise (each, including the applicable partyindividually, an “IndemniteeIndemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all costslosses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an “Action”), (i) Parent and the Surviving Entity shall pay, as incurred, the fees and court costs) or other losses incurred expenses of counsel selected by the IndemniteeIndemnified Party, or brought which counsel shall be reasonably acceptable to Parent and the Surviving Entity, in advance of the final disposition of any such Action to the fullest extent permitted by a third party against an IndemniteeApplicable Law and, arising from the indemnifying party’s negligenceif required, intentional misconduct, breach upon receipt of this Agreement, or failure to comply with applicable laws, rulesany undertaking required by Applicable Law, and regulations. The Indemnitee shall give (ii) Parent and the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes Surviving Entity will cooperate in the defense of any claimsuch matter; provided, however, Parent and the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim Surviving Entity shall not be liable for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or any settlement of any such claims shall be made effected without the prior their written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAWand provided further, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other that Parent and the sum Surviving Entity shall not be obligated pursuant to this Section 5.11 to pay the fees and disbursements of a party’s remedies against the other will not exceedmore than one counsel for all Indemnified Parties in any single Action, unless, in the aggregategood faith judgment of any of the Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in which case there may be separate counsel for each similarly situated group. (b) The rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, in the Company’s Certificate of Incorporation and Bylaws of the indemnitees specified therein with respect to matters occurring through the Effective Time, shall survive the Merger for a period of not less than six years and shall not be amended during such period. (c) At or prior to the Effective Time, the Fees Company shall use its reasonable best efforts to purchase a “tail” directors’ and officers’ liability insurance policy covering for at least six years after the Effective Time the Indemnified Parties who are, or at any time prior to the Effective Time were, covered by the Company’s existing directors’ and officers’ liability insurance policies on terms no less advantageous to the Indemnified Parties than such existing insurance with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby. If the Company does not purchase such a policy, then for a period of six years after the Effective Time, Parent and the Surviving Entity shall cause to be maintained officers’ and directors’ liability insurance covering the Indemnified Parties who are, or at any time prior to the Effective Time were, covered by the Company’s existing officers’ and directors’ liability insurance policies on terms no less advantageous to the Indemnified Parties than such existing insurance, provided that have been Parent and the Surviving Entity shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Institution Company prior to Advarra the date hereof (the amount of which premium is set forth in Section 5.11(c) of the Company Disclosure Schedule), but in such case shall purchase as much coverage as reasonably practicable for such amount. In either case, Parent and the Surviving Entity will maintain such policies in full force and effect and honor the obligations thereunder. (d) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under this Agreementthe Certificate of Incorporation, Bylaws or comparable organizational documents of the Company or any of its Subsidiaries, as applicable, under Applicable Law or otherwise. The Institution agrees provisions of this Section 5.11 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) In the event Parent, the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, proper provision shall be made so that it the successors and assigns of Parent or the Surviving Entity, as the case may be, shall maintain at its expenseassume the obligations set forth in this Section 5.11. (f) From and after the Effective Time, or Parent shall cause the directors of Parent designated by the Company pursuant to Section 1.5 to be maintained, during covered by the performance of this Agreement, insurance covering the Institution, Principal Investigators directors’ and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-officers’ liability insurance to Advarra, upon request. Advarra will provide at its expense, the same extent and maintain throughout on the term of this Agreement, general liability same terms and conditions as such insurance coverage and officer and director liability coverage. Upon request, Advarra agrees may be provided from time to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementtime for Parent’s other directors.

Indemnification and Insurance. Each party (a) From and after the Effective Time, Xxxxx shall as provided in this Section 5.11 cause Surviving Corporation to indemnify, defend and hold harmless to the other party and its and its affiliates’ directorsfullest extent permitted under applicable law each person who is immediately prior to the Effective Time, officersor has been at any time prior to the Effective Time, employeesan officer or director of Frontier or Xxxxx (or any Subsidiary or division thereof), and agents each person who immediately prior to the Effective Time is serving or prior to the Effective Time has served at the request of Frontier or Xxxxx as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, including the applicable partyindividually, an “IndemniteeIndemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all costslosses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time, to the fullest extent such indemnification by Surviving Corporation is permitted under applicable law. In the event of any such claim, action, suit, proceeding or investigation (an “Action”), (i) Xxxxx shall cause Surviving Corporation to pay, as incurred, the fees and court costs) or other losses incurred expenses of counsel selected by the IndemniteeIndemnified Party, or brought which counsel shall be reasonably acceptable to Xxxxx, in advance of the final disposition of any such Action to the fullest extent permitted by a third party against an Indemniteeapplicable law, arising from the indemnifying party’s negligenceand, intentional misconductif required, breach upon receipt of this Agreement, or failure to comply with any undertaking required by applicable laws, ruleslaw, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of (ii) Xxxxx will, and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes will cause Surviving Corporation to, cooperate in the defense of any claimsuch matter; provided, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying partyhowever, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims neither Xxxxx nor Surviving Corporation shall be made liable for any settlement effected without the prior its written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAWand provided further that neither Xxxxx nor Surviving Corporation shall be obligated pursuant to this Section 5.11(a) to pay the fees and disbursements of more than one counsel, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTALexcept for one local counsel, CONSEQUENTIALfor all Indemnified Parties in any single Action, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceedunless, in the aggregategood faith judgment of any of the Indemnified Parties, there is or may be a conflict of interest between two or more of such Indemnified Parties, in which case there may be separate counsel for each similarly situated group. With respect to any determination of whether an Indemnified Party is entitled to indemnification by Surviving Corporation under this Section 5.11, the Fees that Indemnified Party shall have been paid the right, as contemplated by the Institution WBCA, to Advarra require that such determination be made by special legal counsel selected by the Indemnified Party and approved by Surviving Corporation (which approval shall not be unreasonably withheld), and who has not otherwise performed material services for Frontier, Xxxxx or the Indemnified Party within the last three (3) years. (b) The rights to indemnification hereunder, including provisions relating to advances of expenses incurred in defense of any action or suit, in the certificate of incorporation or articles of incorporation, bylaws and any indemnification agreement of Frontier, Xxxxx and their respective Subsidiaries with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect. (c) For a period of six (6) years after the Effective Time, Xxxxx shall, or shall cause Surviving Corporation to, maintain officers’ and directors’ liability insurance covering each person who is immediately prior to the Effective Time, or has been at any time prior to the Effective Time, an officer or director of Frontier (or any Subsidiary or division thereof), and each person who immediately prior to the Effective Time is serving or prior to the Effective Time has served at the request of Frontier, as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (individually, a “Frontier Indemnified Party” and, collectively, the “Frontier Indemnified Parties”) who are or at any time prior to the Effective Time were covered by their respective officers’ and directors’ liability insurance (“D&O Insurance”) policies on terms substantially no less advantageous to the Frontier Indemnified Parties than such existing insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time); provided that, after the Effective Time, Surviving Corporation shall not be required to pay annual premiums in excess of 250% of the annual premium amount payable by Frontier for the policy year including the date of this Agreement (the amount of which premium is set forth in Schedule 5.11(c) of the Frontier Disclosure Letter), but in such case shall purchase as much coverage as reasonably practicable for such amount. Xxxxx shall have the right to cause coverage to be extended under the D&O Insurance of Frontier by obtaining a six-year “tail” policy on terms and conditions substantially no less advantageous than Frontier’s existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this AgreementSection 5.11(c). (d) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under the certificate of incorporation, articles of incorporation or bylaws of Frontier or Xxxxx, as applicable, or any of their respective Subsidiaries, under the DGCL or WBCA, or otherwise. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance provisions of this AgreementSection 5.11 shall survive the consummation of the Merger, insurance covering are expressly intended to benefit each of the InstitutionIndemnified Parties, Principal Investigators and may not be amended or terminated after the Effective Time in a manner contrary to the interest of an Indemnified Party without the consent of such Indemnified Party. (e) Notwithstanding any other provisions hereof, the obligations of Frontier, Xxxxx and Surviving Corporation contained in this Section 5.11 shall be binding upon the successors and assigns of Xxxxx and Surviving Corporation. In the event Xxxxx or Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence or substantially all of its insurance properties and assets to any Person, then and in each such case, proper provision shall be made so that the successors and assigns of Xxxxx or self-insurance to AdvarraSurviving Corporation, upon request. Advarra will provide at its expenseas the case may be, shall assume and maintain throughout honor the term of obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 5.11.

Indemnification and Insurance. Each party shall 4.1 MYLAN agrees to indemnify, defend and hold PENWEST harmless the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costsliabilities, damages, liabilitiescosts or expenses, or expenses (including reasonable attorneys’ fees and court costsattorney's fees, ("Losses") resulting from or other losses incurred by arising out of MYLAN's manufacturing, storage, handling, distribution, and/or delivery of the IndemniteeCONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. Product at the FOB delivery point, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach execution of MYLAN of this Agreement, the performance or failure breach by MYLAN of its representations, warranties or obligations under this Agreement, the negligence or willful misconduct of MYLAN, its employees or its agents (collectively "MYLAN Activities"), including without limitation any matters or MYLAN Activities that would be the responsibility of MYLAN as provided under the Nifedipine XL Agreement (that is, as if the Nifedipine XL Agreement contemplated the manufacture and sale of the Product for distribution in the Territory pursuant to comply with applicable lawsthis Agreement), rulesexcept: (1) to the extent such Losses result from PENWEST Activities (as defined in Section 4.2); and (2) MYLAN's indemnity, defense and hold harmless responsibilities as to claims of patent infringement in the Territory shall apply only to infringements of which MYLAN knew or (without undertaking any special investigation) had reason to know prior to the delivery at the FOB delivery point to PENWEST of the units of the Product at issue, and regulations. The Indemnitee of which MYLAN failed to inform PENWEST in writing at or prior to the earlier of such delivery or thirty (30) days following MYLAN's first obtaining such knowledge or reason to know. 4.2 PENWEST agrees to indemnify, defend and hold MYLAN harmless from and against any Losses resulting from or arising out of PENWEST's or any Authorized Distributor's re-packaging, labeling, testing, storage, handling, distribution, delivery, marketing and/or sale of the Product (including without limitation the Consignment Inventory), the execution by PENWEST of this Agreement, the breach by PENWEST of its representations, warranties or obligations under this Agreement, the negligence or willful misconduct of PENWEST, its employees or its agents (collectively "PENWEST Activities"), including without limitation any matters or PENWEST Activities that would be the responsibility of PENWEST as provided under the Nifedipine XL Agreement, except to the extent such Losses result from MYLAN Activities (as defined in Section 4.1). 4.3 A party seeking indemnification ("Indemnified Party"), shall give notify, in writing, the indemnifying other party prompt notice ("Indemnifying Party") within ****************** of the assertion of any claim or discovery of any fact upon which the Indemnified Party intends to base a claim for which indemnification indemnification. An Indemnified Party's failure to so notify the Indemnifying Party shall not, however, relieve such Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such claim except to the extent that such Indemnifying Party is sought hereunder. The indemnifying party shall have actually denied, during the period of delay in notice, the opportunity to undertake the defense of and to settle by compromise remedy or otherwise any mitigate the event or activity(ies) giving rise to the claim for which indemnification is available under this Section with legal counsel approved by and thereby suffers or otherwise incurs additional liquidated or other readily quantifiable damages as a CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. result of such failure. The Indemnifying Party, while reserving the Indemnitee (which approval right to contest its obligations to indemnify hereunder, shall not be unreasonably withheld or delayed). If the indemnifying party so assumes responsible for the defense of any claim, demand, lawsuit, or other proceeding in connection with which the Indemnitee may Indemnified Party claims indemnification hereunder. The Indemnified Party shall have the right, at its own expense, to participate jointly with the Indemnifying Party in the defense of any such claim, demand, lawsuit or other proceeding, but with respect to any issue involved in such defense claim, demand, lawsuit or other proceeding with legal counsel respect to which the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party hereunder, the Indemnifying Party shall have the right to select counsel, settle, try or otherwise dispose of or handle such claim, demand, lawsuit or other proceeding on such terms as the Indemnifying Party shall deem appropriate, subject to any reasonable objection of the Indemnitee’s selection and at the expense of IndemniteeIndemnified Party. If the indemnifying partydefendants in any such action include both MYLAN and PENWEST, prior and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Sectionother, has not assumed that party shall have the right to select separate counsel to participate in the defense thereof, the Indemnitee may thereupon undertake the defense thereof of such action on behalf ofits behalf, and at such party shall thereafter bear the risk cost and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINseparate defense. 4.4 Each party shall, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its own cost and expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, obtain and maintain throughout from a qualified insurance company comprehensive general liability and products liability insurance coverage during the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra Such insurance shall be in an amount no less than ********************************* combined single limit for each occurrence for bodily injury and/or property damage. Each party agrees to provide the Institution other party with Certificates a certificate of Insurance demonstrating this coverage. This section shall survive any termination insurance evidencing such insurance within thirty (30) days after the execution of this AgreementAgreement and again thereafter from time to time as reasonably requested by such other party. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

Indemnification and Insurance. (a) Each party shall of Tribute, Pozen and their respective Subsidiaries agrees that all rights to indemnification or exculpation now existing in favor of the present and former directors and officers of Tribute, Pozen and their respective Subsidiaries (each such present or former director or officer of Tribute, Pozen or their respective Subsidiaries being referred to as an “Indemnified Party” and such Persons collectively being referred to as the “Indemnified Parties”) as provided in the constituent documents of Tribute, Pozen or any of their respective Subsidiaries or any Contract by which Tribute, Pozen or any of their respective Subsidiaries is bound and which is in effect as of the date hereof, will survive the completion of the Merger and the Arrangement and continue in full force and effect and without modification, with respect to actions or omissions of the Indemnified Parties occurring prior to the Closing. (b) Without limiting the foregoing, from and after the Merger Effective Time for not less than six (6) years from the Closing Date, each of Parent, US Surviving Company and Tribute shall, jointly and severally, to the fullest extent permitted under applicable Law, indemnify, defend and hold harmless the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and each Indemnified Party against any and all costs, damages, liabilities, costs or expenses (including advancing reasonable attorneys’ fees and court costs) or other losses incurred by expenses in advance of the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the Indemnitee may participate in such defense with legal counsel fullest extent permitted by applicable Law, subject to the indemnifying or advancing party’s receipt of an unsecured undertaking by or on behalf of the Indemnitee’s selection Indemnified Party to repay such funds if it is ultimately determined in a final and at non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification hereunder), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred on or prior to the expense Closing Date, whether asserted or claimed before or after the Merger Effective Time, in connection with or as a result of Indemnitee. If such Indemnified Party serving as an officer or director of Tribute, Pozen or any of their respective Subsidiaries. (c) Parent shall, or shall cause its Subsidiaries to, maintain in effect, without any reduction in scope or coverage for six (6) years from the indemnifying partyClosing Date, customary policies of directors’ and officers’ liability insurance providing protection no less favorable to the protection provided by the policies maintained by Tribute, Pozen or any of their respective Subsidiaries that are in effect immediately prior to the Closing Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Closing Date; provided, however, that Parent may, prior to the expiration Closing Date, purchase pre-paid non-cancellable run-off directors’ and officers’ liability insurance on terms substantially similar to the directors’ and officers’ liability policies currently maintained by Tribute, Pozen or any of twenty their respective Subsidiaries, but providing coverage for a period of six (206) days after receipt years from the Closing Date with respect to claims arising from or related to facts or events which occurred on or prior to the Closing Date; provided, further, however, that in no event shall Parent be required to spend premiums for any of notice the insurance referenced in this Section 5.6(c) to the extent it would exceed three hundred percent (300%) of a claim Tribute, Pozen or any of their respective Subsidiaries’ current annual premium for indemnification directors’ and officers’ liability insurance, in which case Parent shall purchase the maximum amount of insurance available up to the foregoing premium limit. (d) If Tribute, Pozen or any of their respective Subsidiaries or any of their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, Parent shall ensure that any such successor or assign assumes all of the obligations set forth in this Section 5.6. (e) The obligations of Parent and its Subsidiaries under this Section, has not assumed Section 5.6 shall survive the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing consummation of the Indemnitee (which consent Arrangement and the Merger and shall not be unreasonably withheld terminated or delayedmodified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.6 applies, without the written consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.6 applies and their respective heirs, executors, administrators and other legal representatives shall be third party beneficiaries of this Section 5.6, each of whom may enforce the provisions of this Section 5.6). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINParent shall pay all expenses, TO THE MAXIMUM EXTENT PERMITTED BY LAWincluding reasonable attorneys’ fees, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT that may be incurred by any Indemnified Party in connection with their enforcement of their rights provided in this Section 5.6; provided that such Indemnified Party prevails in such enforcement action. (INCLUDING STRICT LIABILITYf) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability The provisions of this Section 5.6 are intended to be in addition to the other rights otherwise available to the current and the sum former officers and directors of a party’s remedies against the other will not exceedTribute, in the aggregatePozen or any of their respective Subsidiaries by law, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expensecharter, statute, by-law or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementagreement.

Indemnification and Insurance. Each party shall (a) Liberty Tax shall, at its expense, indemnify, defend and hold harmless the other party Franchisee and its and its affiliates’ shareholders, directors, officers, employees, agents, successors and agents assigns (each, including the applicable party, an a “IndemniteeFranchisee Indemnified Party”) from and against any and all costslosses, damages, liabilities, claims or expenses (including including, without limitation, reasonable attorneys’ fees and court costsexpenses) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, Franchisee Indemnified Party in any way arising from or in connection with the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice inaccuracy of any claim for which indemnification is sought hereunder. The indemnifying party shall have representation or warranty of Liberty Tax hereunder or the opportunity to undertake the defense performance or nonperformance of and to settle Liberty Tax’s obligations hereunder by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee Liberty Tax. (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claimb) Franchisee shall, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, indemnify, defend and hold harmless each of Liberty Tax and NetSpend and their respective shareholders, directors, officers, employees, agents, successors and assigns (each, a “Liberty Tax/NetSpend Indemnified Party”) from and against any and all losses, claims or cause to be maintainedexpenses (including, during without limitation, reasonable attorneys’ fees and expenses) incurred by a Liberty Tax/NetSpend Indemnified Party in any way arising from or in connection with the inaccuracy of any representation or warranty of Franchisee hereunder or the performance or nonperformance of Franchisee’s obligations hereunder. (c) The Parties’ respective indemnification obligations under this Section 7 shall survive the expiration or termination of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, . (d) Franchisee shall obtain and maintain throughout for the term of this Agreement, general liability coverage at its expense, insurance policies of such type and officer amounts necessary to cover all material insurable risks in respect of the business and director liability coverageassets of Franchisee and its performance under this Agreement, each of which name NetSpend as an additional insured. Upon request, Advarra agrees Franchisee shall furnish to provide the Institution NetSpend a certificate of insurance or other evidence satisfactory to NetSpend that such insurance coverage is in effect. A failure to comply with Certificates of Insurance demonstrating this coverage. This section provision shall survive any termination be deemed a breach of this Agreement.

Indemnification and Insurance. Each party Tenant agrees and acknowledges that it shall indemnifyuse the Rooftop Area at its sole risk, defend and hold harmless Tenant absolves and fully releases Landlord and Landlord Parties, from (i) any and all cost, loss, damage, expense, liability, and cause of action, whether foreseeable or not, arising from any cause, that Tenant may suffer to its personal property located in the other party and its and its affiliates’ directorsRooftop Area, or (ii) that Tenant or Tenant’s officers, agents, employees, or independent contractors Landlord or the Landlord Parties may suffer as a direct or indirect consequence of Tenant’s use of the Rooftop Area, the Antenna or access areas to the Rooftop Area, or (iii) any other cost, loss, damage, expense, liability, or cause of action arising from or related to this Agreement, excluding that caused by the gross negligence or willful misconduct of Landlord or the Landlord Parties. In addition, Xxxxxx agrees to indemnify, defend, protect, and agents (each, including hold Landlord and the applicable party, an “Indemnitee”) Landlord Parties harmless from and against any and all costsloss, damagescost, liabilitiesdamage, liability, expense, claim, action or expenses cause of action of any third party (including including, but not limited to, reasonable attorneys’ fees and court costs) or other losses incurred by , and, if Landlord requires the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel removal of the Indemnitee’s selection and Antenna at the expense end of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general any leaks in the roof or roof membrane during the 5-year period following Tenant’s removal of the Antenna and any other rooftop equipment), whether foreseeable or not, resulting as a direct or indirect consequence of Tenant’s use of the Rooftop Area, the Antenna or access areas to the Rooftop Area, except when such cost, loss, damage, expense, or liability coverage is due to the gross negligence or willful misconduct of Landlord. In addition, Tenant will procure and officer maintain, at Xxxxxx’s sole expense, insurance in connection with the Rooftop Area, the Antenna and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of obligations assumed by Tenant under this Agreement, in the same amounts and with the same types of coverage as required to be procured by Tenant under the Lease.

Indemnification and Insurance. Each party (a) Purchaser covenants and agrees that all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Target’s Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Company Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification Purchaser is sought hereunder. The indemnifying party notified in writing within such period shall have continue until the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses final disposition of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEclaim. Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between Purchaser and the Indemnified Party. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a party’s liability claim in respect thereof is to be made against Purchaser under such subparagraph, notify Purchaser in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Purchaser shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Purchaser to such Indemnified Party of its election so to assume the defense thereof, Purchaser shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Purchaser elects not to assume such defense or if counsel for the Indemnified Party advises Purchaser in writing that there are material substantive issues that raise conflicts of interest between Purchaser or Target and the sum Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and Purchaser shall pay all reasonable fees and expenses of a party’s remedies against such counsel for the other will Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, Purchaser shall not exceed, be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the aggregate, the Fees that have been paid by the Institution reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to Advarra under this Agreement. The Institution such claims. (b) Target covenants and agrees that it shall maintain cause the persons serving as its officers or directors of the Target Entities immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by Target with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) Purchaser may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with Target’s consent, given prior to the Effective Time, any other policy); and (ii) the aggregate premium to be paid by Target for such insurance shall not exceed 150% of the most current annual premium paid by Target for its expensedirectors and officers liability insurance, without Purchaser’s prior approval. (c) Purchaser covenants and agrees that if Purchaser or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of Purchaser shall assume the obligations set forth in this Section 8.11. (d) The provisions of this Section 8.11 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. (e) The Parties acknowledge that Section 18(k) of the Federal Deposit Insurance Act provides that no payment may be made by any insured depository institution or its holding company for the benefit of any person who is or was an institution-affiliated party to pay or reimburse such person for any liability or legal expense with regard to any administrative proceeding or civil action instituted by the appropriate federal banking agency which results in a final order under which such person (1) is assessed a civil money penalty, (2) is removed or prohibited from participating in the conduct of the affairs of the insured depository institution, or cause (3) is required to be maintainedtake an affirmative action to correct or remedy a regulatory violation. Accordingly, during the performance Parties recognize that the indemnification provisions set forth in this Section 8.11 are subject to and limited by the provisions of this Agreement, insurance covering Section 18(k) of the Institution, Principal Investigators Federal Deposit Insurance Act and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementaccompanying regulations.

Indemnification and Insurance. Each party (a) For six years from and after the Effective Time, Lyondell shall indemnify, defend and hold harmless to the fullest extent permitted under Applicable Law each person who is, or has been at any time prior to the Effective Time, an officer or director of Millennium or Millennium Merger Sub (or any Subsidiary or division thereof) and each person who served at the request of Millennium as a director, officer, limited liability company member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other party and its and its affiliates’ directors, officers, employees, and agents employee benefit plan or enterprise (each, including the applicable partyindividually, an “IndemniteeIndemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all costslosses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding, investigation or inquiry arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such threatened, pending or completed claim, action, suit, proceeding, investigation or inquiry (an “Action”), Lyondell shall pay, as incurred, the fees and court costs) or other losses incurred expenses of counsel selected by the IndemniteeIndemnified Party, or brought by a third party against an Indemniteewhich counsel shall be reasonably acceptable to Lyondell, arising from in advance of the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice final disposition of any claim for which indemnification such Action to the fullest extent permitted by Applicable Law (provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is sought hereunder. The indemnifying party shall have ultimately determined that such person is not entitled to the opportunity to undertake indemnification) and, if required, upon receipt of any undertaking required by Applicable Law; provided, however, Lyondell or the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by Surviving Entity, as the Indemnitee (which approval case may be, shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of liable for any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made effected without the prior its written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAWand provided further, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTALthat Lyondell shall not be obligated pursuant to this Section 7.15 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action, CONSEQUENTIALunless, INDIRECTin the good faith judgment of any of the Indemnified Parties, SPECIALthere is or may be a conflict of interests between two or more of such Indemnified Parties, PUNITIVEin which case there may be separate counsel for each similarly situated group. (b) The parties agree that all rights to indemnification and any provisions relating to advances of expenses incurred in defense of any action or suit, OR EXEMPLARY DAMAGES OF ANY KINDwhether contained in this Agreement or in the charter, INCLUDING DAMAGES FOR LOST GOODWILLbylaws or other organizational documents of Millennium, LOST PROFITSLyondell or any of their respective Subsidiaries shall survive consummation of the Merger with respect to matters occurring through and including the Effective Time. (c) For a period of six years from and after the Effective Time, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGESLyondell shall cause to be maintained officers’ and directors’ liability insurance covering the Indemnified Parties who are, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability or at any time prior to the other Effective Time were, covered by Millennium’s existing officers’ and directors’ liability insurance policies on terms no less advantageous as a whole to the Indemnified Parties than such existing insurance, provided, however, that if the existing insurance expires, is terminated or canceled, or if the annual premiums increase to in excess of 250% of the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been last annual premium paid by Millennium prior to the Institution date hereof (the amount of each such premium being set forth in Section 7.15(c) of the Millennium Disclosure Letter), Lyondell shall provide as much coverage as reasonably practicable for such amount. (d) The rights of each Indemnified Party hereunder shall be in addition to Advarra any other rights such Indemnified Party may have under this Agreementthe certificate of incorporation or bylaws of Lyondell or any of its Subsidiaries, under Applicable Law or otherwise. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance provisions of this Agreement, insurance covering Section 7.15 shall survive the Institution, Principal Investigators consummation of the Merger and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence expressly are intended to benefit each of the Indemnified Parties. (e) In the event Lyondell or any of its insurance respective successors or self-insurance assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to Advarraany person, upon request. Advarra will provide at its expensethen and in either such case, proper provision shall be made so that the successors and maintain throughout assigns of Lyondell, as the term of case may be, shall assume the obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 7.15.

Indemnification and Insurance. Each party (a) From and after the Effective Time, SunTrust shall indemnify, defend and hold harmless the other party present and its former directors and its affiliates’ directors, officers, employees, officers of Crestar and agents the Crestar Subsidiaries (each, including the applicable party, an “Indemnitee”"Indemnified Party") from and against any and all costs, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and court costs' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or other losses incurred by the Indemniteeinvestigation, whether civil, criminal, administrative or brought by a third party against an Indemniteeinvestigative, arising from out of actions or omissions occurring at or prior to the indemnifying party’s negligenceEffective Time, intentional misconductwhich is based upon or relates to such Indemnified Party's capacity as a director or officer, breach to the fullest extent that such persons are permitted to be indemnified under the VSCA or Crestar's Articles of this Agreement, or failure to comply with applicable laws, rules, Incorporation and regulationsBylaws as in effect on the date hereof. The Indemnitee shall give In the indemnifying party prompt notice event of any claim for which indemnification is sought hereunder. The indemnifying party such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them and to SunTrust; provided, however, that (1) SunTrust shall have the opportunity right to undertake assume the defense of thereof and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval upon such assumption SunTrust shall not be unreasonably withheld liable to any Indemnified Party for any legal expenses of other counsel or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate other expenses subsequently incurred by any Indemnified Party in such defense connection with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, except that if SunTrust elects not to assume such defense, or counsel for the Indemnitee Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between SunTrust and the Indemnified Parties, the Indemnified Parties may thereupon undertake the defense thereof on behalf ofretain counsel reasonably satisfactory to them and to SunTrust, and at SunTrust shall pay the risk and expense of, the indemnifying party, with all reasonable costs fees and expenses of such defense counsel for the Indemnified Parties, (2) SunTrust shall in all cases be obligated pursuant to this Section 5.9(a) to pay for only one firm of counsel for all Indemnified Parties, and (3) SunTrust shall not be paid by the indemnifying party. No compromise or liable for any settlement of any such claims shall be made effected without the its prior written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayedwithheld). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINAny Indemnified Party wishing to claim indemnification under this Section 5.9, TO THE MAXIMUM EXTENT PERMITTED BY LAWupon learning of any such claim, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTALaction, CONSEQUENTIALsuit, INDIRECTproceeding or investigation, SPECIALshall promptly notify SunTrust thereof, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting provided that the foregoing, a party’s liability failure to so notify shall not affect the obligation of SunTrust under this Section 5.9 except to the other extent such failure to notify materially prejudices SunTrust. SunTrust's obligations under this Section 5.9(a) shall continue in full force and effect for a period of six years after the sum Effective Time; provided that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation made, asserted or commenced within such six year period shall continue until the final disposition of such claim, action, suit, proceeding or investigation. (b) SunTrust shall cause the persons serving as officers and directors of Crestar immediately prior to the Effective Time to be covered for a party’s remedies against period of six years from the other will not exceed, in the aggregate, the Fees that have been paid Effective Time by the Institution directors' and officers' liability insurance policy maintained by Crestar (provided that SunTrust may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to Advarra under acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall SunTrust be required to expend on any annual basis more than 200% of the current amount expended by Crestar (the "Insurance Amount") to maintain or procure insurance coverage, and further provided that if SunTrust is unable to maintain or obtain the insurance called for by this Agreement. The Institution agrees that it Section 5.9(b), SunTrust shall maintain at use all reasonable efforts to obtain as much comparable insurance as is available for the Insurance Amount. (c) In the event SunTrust or any of its expensesuccessors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or cause (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of SunTrust assume the obligations set forth in this section. (d) The provisions of this Section 5.9 are intended to be maintained, during for the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expensebenefit of, and maintain throughout the term of this Agreementshall be enforceable by, general liability coverage each Indemnified Party and officer his or her heirs and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party (a) Parent and Merger Sub agree that all rights to indemnification by the Company now existing in favor of each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an "Indemnified Party") as provided in the Company's articles of incorporation or bylaws, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, copies of which have been provided to Parent, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and shall remain in full force and effect. From and after the Effective Time, Parent and the Surviving Entity shall be jointly and severally liable to pay and perform in a timely manner such indemnification obligations. (b) For six years after the Effective Time, to the full extent permitted under applicable law, Parent and the Surviving Entity (the "Indemnifying Parties") shall, jointly and severally indemnify, defend and hold harmless the other party and its and its affiliates’ directorseach Indemnified Party against all losses, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costsclaims, damages, liabilities, fees, expenses, judgments and fines arising in whole or expenses (including reasonable attorneys’ fees in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time, and court costs) will reimburse each Indemnified Party for any legal or other losses expenses reasonably incurred by the Indemniteesuch Indemnified Party in connection with investigating or defending any such losses, or brought by a third party against an Indemniteeclaims, arising from the indemnifying party’s negligencedamages, intentional misconductliabilities, breach of this Agreementfees, or failure expenses, judgments and fines as such expenses are incurred; provided that nothing herein shall impair any rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification of any claim for which indemnification is sought hereunderIndemnified Party referred to in clause (a) above. The indemnifying party shall have the opportunity to undertake the defense of and to settle Promptly after receipt by compromise or otherwise any claim for which indemnification is available an Indemnified Party under this Section 6.11(b) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against an Indemnifying Party under this Section 6.11(b), notify the Indemnifying Party of the commencement thereof; but the omission so to notify an Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party except to the extent that the Indemnifying Party is actually and materially prejudiced by such omission. In case any such action is brought against any Indemnified Party and it notifies an Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with legal any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel approved by reasonably satisfactory to such Indemnified Party (who shall not, except with the Indemnitee consent of the Indemnified Party (which approval shall consent will not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal be counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration Indemnifying Party), and after notice from the Indemnifying Party to such Indemnified Party of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake its election so to assume the defense thereof on behalf of, (and at so long as the risk and expense ofIndemnifying Party satisfies such obligations), the indemnifying party, Indemnifying Party will not be liable to such Indemnified Party under this Section 6.11(b) for any legal or other expenses subsequently incurred by such Indemnified Party in connection with all the defense thereof other than reasonable costs and expenses of such defense to be paid by the indemnifying partyinvestigation. No compromise or settlement of any such claims shall be made Indemnifying Party shall, without the prior written consent in writing of the Indemnitee Indemnified Party (which consent shall will not be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or would reasonably be expected to be have been a party and indemnity could properly have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability Notwithstanding anything to the other contrary set forth herein, no Indemnifying Party shall be obligated pursuant to this Section 6.11(b) to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action in any one jurisdiction except to the sum of a party’s remedies against the other will not exceedextent that, in the aggregateopinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the Fees outcome of such action. (c) Parent shall cause the Surviving Entity to maintain the Company's officers' and directors' liability insurance policies, in effect on the date of this Agreement (the "D&O Insurance"), for a period of not less than six years after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided, that have been (i) the Surviving Entity may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to matters occurring prior to the Effective Time; provided, further, that in no event shall Parent or the Surviving Entity be required to expend more than an amount per year equal to 150% of current annual premiums paid by the Institution Company for such insurance (the "Maximum Amount") to Advarra maintain or procure insurance coverage pursuant hereto; provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Entity shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Parent shall have the right to cause coverage to be extended under the Company's D&O Insurance by obtaining a six-year "tail" policy on terms and conditions no less advantageous than the Company's existing D&O Insurance, and such "tail" policy shall satisfy the provisions of this Section 6.11(c). (d) The obligations of Parent and the Surviving Entity under this Agreement. The Institution agrees Section 6.11 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.11 applies without the consent of such affected Indemnified Party (it being expressly agreed that it the Indemnified Parties to whom this Section 6.11 applies shall maintain at its expense, or cause to be maintained, during the performance third party beneficiaries of this AgreementSection 6.11, insurance covering each of whom may enforce the Institution, Principal Investigators provisions of this Section 6.11). (e) If Parent or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Entity or entity of such consolidation or merger or (ii) transfers all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence or substantially all of its insurance or self-insurance properties and assets to Advarraany Person, upon request. Advarra will provide at its expensethen, and maintain throughout in each such case, proper provision shall be made so that the term successors and assigns of Parent or the Surviving Entity, as the case may, be shall assume the obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 6.11.

Indemnification and Insurance. Each party 8.1 Licensee shall at all times during the Agreement Term and thereafter, indemnify, defend and hold harmless the other party and Licensor, its and its affiliates’ trustees, directors, officers, employeesemployees and affiliates, harmless against all claims, proceedings, demands and agents (eachliabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of the applicable partyexercise by Licensee of any of its rights under the license, an “Indemnitee”) and/or out of the death of or injury to any person or persons or out of any damage to property resulting from and against any and all coststhe production, damagesmanufacture, liabilitiessale, use, lease, consumption or advertisement of the Licensed Product(s), or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from any obligation of Licensee hereunder. 8.2 Prior to execution of the indemnifying party’s negligence, intentional misconduct, breach first sublicense agreement or transfer in any way of this Agreement, all or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give any part of the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claimLicensed Product, the Indemnitee may participate in such defense with legal counsel Licensee will give notice to the Licensor of the Indemnitee’s selection terms and at amount of the expense public liability, infringement and product liability insurance which the Licensee has placed in respect of Indemnitee. If the indemnifying partyLicensed Product, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims which in no case shall be made without less comprehensive or lesser in amount than the prior consent in writing insurance which a reasonable and prudent business person carrying on a similar type of the Indemnitee (which consent shall not be unreasonably withheld or delayed)business would acquire. 8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTWITHSTANDING ANYTHING TO NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT THE CONTRARY CONTAINED HEREIN, TO PRACTICE BY LICENSEE OF THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL EITHER PARTY SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE RESPONSIBLE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR EXEMPLARY CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementPOSSIBILITY.

Indemnification and Insurance. Each party shall indemnify, defend 14.1 NSI agrees during and after the term of this Agreement to indemnify and hold harmless the other party and its and its affiliates’ directorsNSUSA from liability, officersloss, employeescost or damage, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs' fees)which NSUSA may incur as a result of claims, demands or judgements, of any kind or nature, by anyone whomsoever, arising out of (i) an alleged or other losses incurred by actual defect in the Indemniteedesign, manufacture or content of, or brought any harm caused by a third party against an Indemnitee, arising from any Products or Sales Aids or the indemnifying party’s negligence, intentional misconduct, breach failure of this Agreement, or failure any Product to comply with all applicable lawsregulatory requirements in the Territory; or (ii) a claim that NSI's proprietary information infringes any patent, rulescopyright, and regulations. The Indemnitee shall give the indemnifying party trade secret or other intellectual property right of a third party; provided that NSUSA provides NSI with prompt notice in writing of any such claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake or demand and NSUSA cooperates with NSI in the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld claim or delayed)action. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting Notwithstanding the foregoing, NSI shall have no obligation to indemnify NSUSA for any liabilities arising out of NSUSA's failure or the failure of the NSI Independent Distributors in the Territory to utilize, sell, market or promote the Products (i) in the manner for which the Products are reasonably intended, (ii) in compliance with Nu Skin policies and procedures or (iii) as contemplated by the Intercompany Agreements, including, but not limited to, liabilities arising out of false or misleading claims made by the NSI Independent Distributors, unless NSUSA shall have requested NSI to take disciplinary actions against an NSI Independent Distributor operating in the Territory and NSI shall have, either negligently or in breach of its fiduciary duties, failed to take such actions against such NSI Independent Distributor and the failure of NSI to take such actions is deemed to have reasonably and proximately resulted in NSUSA incurring a party’s liability loss in which event NSI shall indemnify NSUSA for such loss pursuant to the other provisions of this Section 14.1. 14.2 NSUSA agrees during and after the sum term of this Agreement to indemnify and hold harmless NSI from liability, loss, cost or damage (including reasonable attorney's fees), which NSI may incur as a party’s remedies result of claims, demands or judgements, of any kind or nature, by anyone whosoever, arising out of or resulting from the possession, use or sale of the Products or Sales Aids by NSUSA or any of the NSI Independent Distributors (except to the extent NSI has indemnified NSUSA against the other will not exceedsuch claims, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expensedemands, or cause judgements pursuant to be maintained, Section 14.1 hereof); 14.3 At all times during and following the performance terms of this Agreement, each of NSI and NSUSA shall maintain insurance covering (or cause the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance party to be added as an additional insured to any policy not maintained by such party) with one or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability more reputable insurers reasonable in coverage and officer amount in direct proportion and director liability coverage. Upon request, Advarra agrees corresponding to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of business to be conducted by such party pursuant to this Agreement.

Indemnification and Insurance. Each party From and after the Effective Time, SunTrust shall indemnify, defend and hold harmless the other party present and its former directors and its affiliates’ directors, officers, employees, officers of Crestar and agents the Crestar Subsidiaries (each, including the applicable party, an “Indemnitee”"Indemnified Party") from and against any and all costs, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and court costs' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or other losses incurred by the Indemniteeinvestigation, whether civil, criminal, administrative or brought by a third party against an Indemniteeinvestigative, arising from out of actions or omissions occurring at or prior to the indemnifying party’s negligenceEffective Time, intentional misconductwhich is based upon or relates to such Indemnified Party's capacity as a director or officer, breach to the fullest extent that such persons are permitted to be indemnified under the VSCA or Crestar's Articles of this Agreement, or failure to comply with applicable laws, rules, Incorporation and regulationsBylaws as in effect on the date hereof. The Indemnitee shall give In the indemnifying party prompt notice event of any claim for which indemnification is sought hereunder. The indemnifying party such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them and to SunTrust; provided, however, that (1) SunTrust shall have the opportunity right to undertake assume the defense of thereof and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval upon such assumption SunTrust shall not be unreasonably withheld liable to any Indemnified Party for any legal expenses of other counsel or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate other expenses subsequently incurred by any Indemnified Party in such defense connection with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, except that if SunTrust elects not to assume such defense, or counsel for the Indemnitee Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between SunTrust and the Indemnified Parties, the Indemnified Parties may thereupon undertake the defense thereof on behalf ofretain counsel reasonably satisfactory to them and to SunTrust, and at SunTrust shall pay the risk and expense of, the indemnifying party, with all reasonable costs fees and expenses of such defense counsel for the Indemnified Parties, (2) SunTrust shall in all cases be obligated pursuant to this Section 5.9(a) to pay for only one firm of counsel for all Indemnified Parties, and (3) SunTrust shall not be paid by the indemnifying party. No compromise or liable for any settlement of any such claims shall be made effected without the its prior written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayedwithheld). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINAny Indemnified Party wishing to claim indemnification under this Section 5.9, TO THE MAXIMUM EXTENT PERMITTED BY LAWupon learning of any such claim, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTALaction, CONSEQUENTIALsuit, INDIRECTproceeding or investigation, SPECIALshall promptly notify SunTrust thereof, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting provided that the foregoing, a party’s liability failure to so notify shall not affect the obligation of SunTrust under this Section 5.9 except to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution extent such failure to Advarra notify materially prejudices SunTrust. SunTrust's obligations under this Agreement. The Institution agrees Section 5.9(a) shall continue in full force and effect for a period of six years after the Effective Time; provided that it all rights to indemnification in respect of any claim, action, suit, proceeding or investigation made, asserted or commenced within such six year period shall maintain at its expensecontinue until the final disposition of such claim, action, suit, proceeding or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementinvestigation.

Indemnification and Insurance. Each party shall indemnify, (a) Indemnity by GlobeImmune. GlobeImmune agrees to defend and hold harmless the other party ImmunityBio and its (and its affiliates’ Affiliates’) directors, officers, employees, employees and agents (each, including the applicable party, an “IndemniteeImmunityBio Indemnified Parties”) at GlobeImmune’ cost and expense, and will indemnify and hold ImmunityBio and the other ImmunityBio Indemnified Parties harmless from and against any and all claims, losses, costs, damages, liabilities, fees or expenses (including reasonable attorneys’ legal fees and court costsexpenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or other losses incurred by otherwise relating to (i) the Indemnitee, negligence or brought by a third party against an Indemnitee, arising from willful misconduct of GlobeImmune or its Affiliates in connection with its activities under this Agreement or (ii) the indemnifying party’s negligence, intentional misconduct, material breach of this Agreement, Agreement or failure to comply with applicable laws, rules, the representations and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle warranties made hereunder by compromise GlobeImmune or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior its Affiliates; except to the expiration extent such Losses result from clause (i), (ii) or (iii) of twenty (20Section 8(b) days after receipt of notice of a claim for indemnification under this Section, has not assumed below. In the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement event of any such claims claim against the ImmunityBio Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be made without the prior consent conditioned upon (x) ImmunityBio promptly notifying GlobeImmune in writing of the Indemnitee claim (which consent provided, however, that any failure or delay to notify shall not be unreasonably withheld excuse any obligations of GlobeImmune except to the extent GlobeImmune is actually materially prejudiced thereby) and (y) ImmunityBio granting GlobeImmune sole management and control, at GlobeImmune’ sole expense, of the defense of the claim and its settlement (provided, however, that GlobeImmune shall not settle any such claim without the prior written consent of ImmunityBio if such settlement does not include a complete release from liability or delayedif such settlement would involve ImmunityBio undertaking an obligation (including the payment of money by a ImmunityBio Indemnified Party), would bind or impair a ImmunityBio Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ImmunityBio or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ImmunityBio Indemnified Parties reasonably cooperating with GlobeImmune (at GlobeImmune’ expense). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINThe ImmunityBio Indemnified Parties may, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other at their option and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, be represented in any such action or cause to be maintained, during the performance proceeding by counsel of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide their own choosing at its their own expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. Each party 5.1 The Bank shall indemnifynot be responsible for, defend and the Trust shall indemnify and hold harmless the other party Bank and its and its affiliates’ directors, officers, employees, employees and agents (eachharmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, including those incurred by the applicable partyBank in a successful defense of any claims by the Trust, an payments, expenses and liability (“IndemniteeLosses”) which may be sustained or incurred by or which may be asserted against the Bank in connection with or relating to this Agreement or the Bank’s actions or omissions with respect to this Agreement, or as a result of acting upon any instructions reasonably believed by the Bank to have been duly authorized by the Trust or upon reasonable reliance of information or records given or made by the Trust; except for any Losses for which the Bank has accepted liability pursuant to Article 6 of this Agreement. 5.2 Subject to the limitations on liability set forth in Section 6, the Bank shall indemnify and hold the Trust harmless from and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses direct Losses incurred by the IndemniteeTrust as the direct result of the Bank’s failure to meet the Standard of Care. 5.3 The indemnification provisions under this Section 5 shall apply to the Bank’s actions or omissions with respect to this Agreement or the Bank’s actions or omissions in its capacity as transfer agent under a Participant Agreement. 5.4 In order that the indemnification provisions contained in this Article 5 shall apply, or brought by upon the assertion of a third claim for which either party against an Indemniteemay be required to indemnify the other, arising from the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all material developments concerning such claim. The party who may be required to indemnify shall have the right to control the defense of the claim, and the party seeking indemnification shall have the option to participate in the defense of such claim, at its own cost and expense. The party seeking indemnification will cooperate reasonably, at the indemnifying party’s negligenceexpense, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice in the defense of such claim; provided, however, that the party seeking indemnification shall not be required to take any action that would impair any claim for it may have against the indemnifying party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which indemnification is sought hereunderthe other party may be required to indemnify it except with the other party’s prior written consent. The indemnifying party shall have the opportunity to undertake the defense of and to not settle by or compromise or otherwise any claim for or consent to the entry of any judgment with respect to which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made being sought hereunder without the prior written consent in writing of the Indemnitee (party seeking indemnification, which consent shall not be unreasonably withheld withheld, delayed or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINconditioned. 5.5 The Bank will maintain, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expenseown cost, or cause to be maintained, at all times during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general errors and omissions insurance, fidelity bonds and such other insurance as the Bank may deem appropriate, in each case in a commercially reasonable amount deemed by the Bank to be sufficient to cover its potential liabilities under this Agreement, including without limitation cyber-liability insurance coverage and officer and director liability coveragedeemed by the Bank to be appropriate. Upon request, Advarra the Bank agrees to provide the Institution Trust with Certificates certificates of Insurance demonstrating this insurance or similar documentation regarding insurance coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. Each party (a) From and after the Effective Time (and subject to the further limitation contained herein), the Surviving Corporation shall indemnify, defend indemnify and hold harmless harmless, as and to the other party fullest extent permitted by Delaware Law and its the Amended and its affiliates’ directorsRestated Certificate of Incorporation and bylaws of the Company, officersas in effect on the date hereof, employeesany Person who is now, and agents or who becomes prior to the Effective Time, a director or executive officer of the Company (each, including the applicable party, an “IndemniteeIndemnified Parties”) from and against any and all costslosses, claims, damages, liabilities, or costs, expenses (including reasonable attorneys’ attorney’s fees and court costs) or other losses incurred by expenses in advance of the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the Indemnitee fullest extent permitted by Delaware Law upon receipt of an undertaking to repay such advanced expenses if it is determined by a judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification and such other undertakings required by applicable law), judgments, fines and amounts paid in settlement (“Damages”) in connection with any such threatened or actual claim, action, suit, proceeding or investigation to which any Indemnified Party is or may participate in such defense with legal counsel become a party by virtue of his or her service as a present or former director or executive officer of the Indemnitee’s selection Company and arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at the expense of Indemnitee. If the indemnifying party, or prior to the expiration Effective Time (including, without limitation, the Merger), but only if the applicable Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of twenty the Company, and with respect to any criminal Legal Proceeding, had no reasonable cause to believe the Indemnified Party’s conduct was unlawful (20an “Indemnified Matter”). In connection with any Indemnified Matter, the Indemnified Parties may retain counsel reasonably satisfactory to Atna; provided, however, that (i) days after receipt Atna shall have the right to assume the defense thereof and upon such assumption Atna shall not be liable to any Indemnified Party for any legal expenses of notice of a claim for indemnification under this Section, has not assumed counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Atna elects not to assume such defense or counsel for the Indemnitee Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Atna and the Indemnified Parties, the Indemnified Parties may thereupon undertake the defense thereof on behalf ofretain counsel reasonably satisfactory to Atna, and at Atna shall pay the risk and expense of, the indemnifying party, with all reasonable costs fees and expenses of such defense to be paid by counsel for the indemnifying party. No compromise or settlement of any such claims Indemnified Parties, provided that Atna shall be made obligated pursuant to this paragraph to pay for not more than one counsel for each Indemnified Party in such circumstances, (iii) Atna shall not be liable for any settlement effected without the its prior written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT and (INCLUDING STRICT LIABILITYiv) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability Atna shall not be obligated pursuant to this paragraph to the other and the sum extent that a judgment of a party’s remedies against court of competent jurisdiction determines that any Damages are as a result of the other will not exceed, gross negligence or willful misconduct or result from a decision made by the Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in the aggregate, best interests of the Fees that have been paid by the Institution Company. Any Indemnified Party wishing to Advarra claim indemnification under this Agreement. The Institution agrees Section 8.2, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Atna thereof; provided, however, that it the failure to so notify shall maintain at its expensenot affect the obligations of Atna under this Section 8.2 except to the extent such failure to notify materially prejudices Atna. (b) Atna shall purchase for the benefit of the persons serving as executive officers and directors of the Company immediately prior to the Effective Time, directors’ and officers’ liability insurance coverage for six (6) years after the Effective Time, under either the Company’s policy in existence on the date hereof, or cause to be maintained, during under a policy of similar coverage and amounts containing terms and conditions which are generally not less advantageous than the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expenseCompany’s current policy, and maintain throughout in either case, with respect to acts or omissions occurring prior to the term Effective Time which were committed by such executive officers and directors in their capacity as such (“Tail Insurance”) so long as the annual premium therefor would not be in excess of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees 200% of the last annual premium paid prior to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementEffective Time.

Indemnification and Insurance. Each party SBKC covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under First Commerce’s Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification SBKC is sought hereundernotified in writing within such period shall continue until the final disposition of such claim. The indemnifying party Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall have be made, at the opportunity election of the Indemnified Party, by independent counsel mutually agreed upon between SBKC and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to undertake be made against SBKC under such subparagraph, notify SBKC in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, SBKC shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from SBKC to such Indemnified Party of its election so to assume the defense thereof, SBKC shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if SBKC elects not to assume such defense or if counsel for the Indemnified Party advises SBKC in writing that there are material substantive issues that raise conflicts of interest between SBKC or First Commerce and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to settle by compromise it, and SBKC shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, SBKC shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) First Commerce shall cause the persons serving as its officers or otherwise any claim directors immediately prior to the Effective Time to be covered for which indemnification is available under this Section with legal counsel approved a period of three years from the Effective Time by the Indemnitee directors’ and officers’ liability insurance policy maintained by First Commerce with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) SBKC may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with First Commerce’s Consent, given prior to the Effective Time, any other policy); and (ii) the aggregate premium to be paid by First Commerce for such insurance shall not exceed 150% of the most current annual premium paid by First Commerce for its directors and officers liability insurance, without SBKC’s prior approval, which approval shall not be unreasonably withheld or delayed). . (d) If SBKC or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the indemnifying party continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so assumes that the defense successors and assigns of any claim, SBKC shall assume the Indemnitee may participate obligations set forth in such defense with legal counsel this Section 8.11. (e) The provisions of this Section 8.11 are intended to be for the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf benefit of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld enforceable by, each Indemnified Party and his or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other her heirs and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party To the fullest extent permitted by law, IEEE shall indemnify, defend and hold harmless the other party Hotel Hilton, and its and its each of their respective owners, managers, partners, subsidiaries, affiliates’ directors, officers, employeesdirectors, employees and agents (eachcollectively, including the applicable party“Hotel Indemnified Parties”), an “Indemnitee”) from and against any and all claims, actions, causes of action, demands or liabilities of whatsoever kind and nature including judgments, interest, reasonable attorneys' fees, and all other costs, damagesfees, liabilitiespenalties, or expenses and charges (including reasonable attorneys’ fees and court costscollectively, “Claims”) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from any: (i) gross negligence or willful misconduct of IEEE; (ii) IEEE’s failure to perform fully its obligations herein in a timely manner; or (iii) breach of any of IEEE’s representations and warranties herein; provided, however, that nothing in this indemnification shall require Group to indemnify the indemnifying party’s negligence, intentional misconduct, breach Hotel Indemnified Parties for that portion of any Claim arising out of the gross negligence or willful misconduct of the Hotel Indemnified Parties. This provision shall also apply to any and all subcontractors employed by IEEE. The terms of this provision shall survive the termination or expiration of this Agreement. To the fullest extent permitted by law, the Hotel shall indemnify, defend and hold harmless the IEEE, its subsidiaries, affiliates, officers, directors, employees, volunteers and agents (collectively, the “IEEE Indemnified Parties”), from any and all Claims arising from any: (i) gross negligence or willful misconduct of Hotel; (ii) Hotel’s failure to comply with applicable perform fully its obligations herein in a timely manner; or (iii) breach of any of Hotel’s representations and warranties herein. This provision shall also apply to any and all subcontractors employed by the Hotel. The terms of this provision shall survive the termination or expiration of this Agreement. This section shall not waive any statutory limitations of liability available to either party, including innkeeper’s limitation of liability laws, rules, and regulationsnor shall it waive any defenses a party may have with respect to any Claim. The Indemnitee shall give Hotel and IEEE each agree to carry a minimum of one million dollars ($1,000,000.00) in commercial general liability insurance and other adequate insurance policies protecting itself against any Claims arising from any activities conducted on the indemnifying Hotel premises during the Event. Upon request, each party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity agrees to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability deliver to the other and the sum party certificates of a party’s remedies against insurance or otherwise make proof of coverage available through an open access medium. The insurance policies shall be endorsed stating that they shall not expire, be cancelled, suspended, voided, or materially changed without thirty (30) days prior written notice to the other will not exceed, party. Failure to furnish certificates of insurance in the aggregate, the Fees that have been paid by the Institution compliance with this Agreement prior to Advarra under commencement of work may result in suspension or termination of this Agreement. The Institution Hotel agrees to carry a minimum of one million dollars ($1,000,000.00) in liquor liability insurance and represents and warrants that all of its employees and agents performing services under this Agreement shall at all times comply with federal, state and local laws pertaining to the sale, service or furnishing of alcoholic beverages. Obligations of the Hotel Delete this Section if this Agreement is for sleeping rooms only: Quiet Enjoyment: It is agreed that the demeanor of this Event is quiet and conversational. Loud noises from adjoining or adjacent rooms are not acceptable and the Hotel assumes the responsibility to ensure that the Event will not be disturbed. If Group is disturbed by excessive noise, Group will notify Hotel immediately and Hotel will take prompt, reasonable action to cause such disturbance to cease. Unless identified specifically in the Hotel plans (Exhibit C) or in this Agreement, contracted meeting room spaces have no sight obstructions, have suitable lighting and sight lines for audiovisual presentations. Delete this Section if this Agreement is for sleeping rooms only: The Hotel shall be responsible for ensuring that Group’s use of all function space is reasonably free from outside distractions, disturbances and interruptions. Walls shall be soundproof, but if they are not, the Hotel shall avoid assigning to any function room(s) adjacent to or across from Group’s function rooms any group which may generate noise sufficient to detract from Group’s functions. If necessary, the Hotel shall leave an empty room between Group and such other group as a buffer to eliminate the risk of disturbance. The Hotel represents and warrants that there will be no overlapping meetings, conventions, special events, or other attractions planned to be held in the Hotel during the Event that could affect the ordinary use of the meeting rooms or other facilities to be used by the Group and its attendees. The Hotel acknowledges and agrees that it shall maintain at its expensenot, except with prior written consent from the Group, cancel, limit or cause to be maintained, during change the performance Event Dates or the rooms or space provided for herein for the purpose of this Agreement, insurance covering the Institution, Principal Investigators and all accepting other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementbusiness.

Indemnification and Insurance. Each party (a) From and after the Effective Time, Parent and the Surviving Entity shall indemnify, defend and hold harmless to the other party and its and its affiliates’ directorsfullest extent permitted under Applicable Law each Indemnified Person against all liabilities, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costslosses, damages, liabilitiesclaims, or costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments, fines, penalties suffered or incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by any Indemnified Person in such Indemnified Person’s capacity as such, whether commenced, asserted or claimed before or after the Effective Time to the extent such Indemnified Person would be entitled to be indemnified in respect of liabilities for such acts or omissions under the MLP GP LLC Agreement or the MLP Partnership Agreement (or in the comparable governing documents of any Subsidiary of MLP) or under applicable Law. In the event of any Proceeding in respect of any act or omission by an Indemnified Person that is subject to indemnification pursuant to the immediately preceding sentence, (i) Parent and the Surviving Entity shall pay, as incurred, the fees and court costs) or other losses incurred expenses of counsel selected by the IndemniteeIndemnified Person, or brought which counsel shall be reasonably acceptable to Parent and the Surviving Entity, in advance of the final disposition of any such Proceeding to the fullest extent permitted by a third party against an IndemniteeApplicable Law and, arising from if required, upon receipt of any undertaking required by Applicable Law to repay the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure amounts so advanced to comply with applicable laws, rulesthe extent it is ultimately determined that such Indemnified Party is not entitled to indemnification, and regulations. The Indemnitee shall give (ii) Parent and the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes Surviving Entity will cooperate in the defense of any claimsuch matter; provided, however, Parent and the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim Surviving Entity shall not be liable for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or any settlement of any such claims shall be made effected without the prior their written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAWand provided further, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other that Parent and the sum Surviving Entity shall not be obligated pursuant to this Section 6.9(a) to pay the fees and disbursements of a party’s remedies against the other will not exceedmore than one counsel for all Indemnified Persons in any single Proceeding, unless, in the aggregategood faith judgment of any of the Indemnified Persons, there is or may be a conflict of interests between two or more of such Indemnified Persons, in which case there may be separate counsel for each similarly situated group. (b) All rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of any Indemnified Person as provided in the MLP GP LLC Agreement, the Fees MLP Partnership Agreement (or in the comparable governing documents of any Subsidiary of MLP) or under applicable Law, shall continue in full force and effect in accordance with their terms from and after the Effective Time, irrespective of any subsequent amendment, modification or revocation thereof. (c) Prior to the Effective Time, the MLP Entities will purchase a single-premium pre-paid “tail policy” for a period of six years from the Closing Date with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been paid committed by Indemnified Persons in their capacity as such and having coverage terms, benefits, levels of coverage (including limits, self-insured retentions and deductibles) and other terms and conditions which are in the Institution aggregate not less advantageous to Advarra the Indemnified Persons as those in effect under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance director and officer insurance policies of the MLP Group Entities on the date of this Agreement, ; provided that neither the Parent Entities nor any MLP Entity shall be required to expend in the aggregate for such six year period more than 300% of the last annual premiums paid prior to the date of this Agreement to maintain or procure such director and officer insurance covering policies of the Institution, Principal Investigators MLP Group Entities and all will purchase the maximum amount of coverage that can be obtained for that amount if the coverage described in this Section 6.9(c) would cost in excess of that amount. (d) The rights of any Indemnified Person under this Section 6.9 will be in addition to any other research personnel for bodily injury, death and professional liabilityrights such Indemnified Person may have under the MLP Charter Documents or the DRULPA. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term provisions of this AgreementSection 6.9 will survive the Closing Date for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs, general liability coverage successors, assigns, executors and officer administrators; provided, however, that in the event that any claim or claims for indemnification set forth in this Section 6.9 are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims will continue until disposition of all such claims. If Parent, Parent GP, the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers or conveys all or substantially all of their businesses or assets to any other Person, then, in each such case, to the extent necessary, a proper provision shall be made so that the successors and director liability coverage. Upon requestassigns of Parent, Advarra agrees to provide Parent GP or the Institution with Certificates Surviving Entity, as the case may be, shall assume the obligations of Insurance demonstrating Parent, Parent GP and the Surviving Entity set forth in this coverage. This section shall survive any termination of this AgreementSection 6.9.

Indemnification and Insurance. Each party shall A. CONTRACTOR agrees to indemnify, defend and hold harmless the other party COUNTY and its and its affiliates’ officers, directors, officers, employees, and agents (each, including the applicable party, an “IndemniteeCOUNTY INDEMNITEES”) harmless from any claims, liabilities obligations, judgments, causes of actions, costs and expenses (including reasonable attorneys’ fees) which are asserted against the COUNTY arising out of the use of the System by COUNTY or arising out of or resulting from CONTRACTOR’s performance under this Agreement, where such injury or claim is caused by the negligence of CONTRACTOR, its officers, employees or agents; provided however that the foregoing indemnity shall not apply if COUNTY has not used the System in accordance with the Documentation and applicable standards of good clinical practice. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) which are asserted against CONTRACTOR arising out of the use of the System by COUNTY or resulting from COUNTY’s performance under this Agreement where such injury or claim is caused by the negligence of COUNTY, its officers, employees or agents; provided however, that the foregoing indemnity shall not apply if COUNTY has used the System in accordance with the Documentation and applicable standards of good clinical practice. If judgment is entered against COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active negligence of CONTRACTOR, COUNTY and CONTRACTOR agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. C. Each party agrees to provide the indemnifying party with written notification of any claim related to services provided by either party pursuant to this Agreement within thirty (30) calendar days of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation, each party shall cooperate with the indemnifying party in its defense. D. Without limiting CONTRACTOR’s indemnification, CONTRACTOR warrants that it is shall maintain in force at all times during the term of this Agreement, the policy or policies of insurance covering its operations placed with reputable insurance companies in amounts as specified on Page 5 of this Agreement. // E. COUNTY warrants that it is self-insured or maintains policies of insurance placed with reputable insurance companies licensed to do business in the State of California which insures the perils of bodily injury, medical, professional liability, and property damage. Upon request by CONTRACTOR, COUNTY shall provide evidence of such insurance. // F. All insurance policies except Workers' Compensation and Employer's Liability, shall contain the following clauses: 1. The County of Orange is included as an additional insured with respect to the operations of the named insured performed under contract with the County of Orange." 2. It is agreed that any insurance maintained by the County of Orange shall apply in excess of, and not contribute with, insurance provided by this policy." 3. This insurance shall not be canceled, limited or non–renewed until after thirty (30) calendar days written notice has been given to Orange County HCA/Contract Development and Management, 000 Xxxx 0xx Xxxxxx, Xxxxx 000, Xxxxx Xxx, XX 00000-0000." G. Certificates of Insurance and endorsements evidencing the above coverages and clauses shall be mailed to COUNTY as referenced on Page 5 of this Agreement within thirty (30) calendar days of approval of this Agreement by the Orange County Board of Supervisors, and at any other time during the period of this Agreement as requested by ADMINISTRATOR H. CONTRACTOR warrants that it has authority to grant COUNTY licenses to use the Licensed Software described in this Agreement and that the Licensed Software does not infringe upon or violate any United States patent, copyright, trade secret, trademark or any other proprietary right of any third party. 1. In the event of any claim by any third party against the COUNTY with respect to the breach of the foregoing, COUNTY shall within five (5) business days notify CONTRACTOR in writing, and CONTRACTOR agrees to indemnify, save harmless and defend the COUNTY at the expense of CONTRACTOR from and against any and all suits, judgments, costs, damages, liabilitieslosses, claims, demands, actions, causes of actions, proceedings, expenses or expenses (including reasonable attorneys’ fees and court costs) liabilities of any nature which were asserted or other losses brought against or incurred by the Indemnitee, or brought by a third party against an Indemnitee, COUNTY arising from the indemnifying party’s negligenceor out of such claim, intentional misconduct, breach of this Agreement, whether or failure to comply with applicable laws, rules, and regulationsnot such claim is successful. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party CONTRACTOR shall have the opportunity to undertake the defense sole control of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claimsuch action and all negotiations for its settlement or compromise; provided, the Indemnitee may participate in such defense with legal counsel however, that any settlement or compromise shall provide for a full release of the Indemnitee’s selection and at the expense of IndemniteeCOUNTY. 2. If an injunction is obtained against COUNTY’s use of any item of Licensed Software by reason of an infringement described above, or if in CONTRACTOR’s reasonable opinion any item of Licensed Software is likely to become the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice subject of a claim for indemnification under this Sectionof such infringement, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, CONTRACTOR will at its option and at its own expense procure the risk and expense ofright for COUNTY to continue using the item of Licensed Software which is the subject of the infringement claim, replace or modify such item so that it becomes non-infringing while retaining the indemnifying party, with full functionality in all reasonable costs and expenses material respects or grant COUNTY a refund of such defense to be all fees paid by the indemnifying party. No compromise or settlement COUNTY for the Licensed Software (depreciated over a five-year, straight line basis) in exchange for termination of any related license and the return of such claims item of Licensed Software. 3. CONTRACTOR shall be made without not have any obligation to COUNTY under any provision of this Paragraph H if the prior consent infringement claim is based upon the use of any item of Licensed Software in combination with any software program or equipment, or any part thereof, not furnished or recommended in writing by CONTRACTOR, or the use of Licensed Software in a manner or environment to which it is not operating in as of the Indemnitee (which consent shall not be unreasonably withheld or delayed)Effective Date. 4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a partyCOUNTY’S rights under this Paragraph H constitute its sole and exclusive remedy and CONTRACTOR’s liability sole and exclusive obligations with respect to the other and the sum any infringement of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid any proprietary rights of any third party claimed by virtue of any use by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during COUNTY of the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementLicensed Software.

Indemnification and Insurance. Each party (a) From and after the Effective Time, Parent shall indemnify, defend and hold harmless each Person who is now or who becomes prior to the other party and its and its affiliates’ directorsEffective Time, officersa director of the Company (but, employeeswith respect to such Persons, and agents only to the extent, if any, the Company would have been permitted to do so as of the date hereof) (each, including the applicable party, an “IndemniteeCompany Indemnified Parties”) from and against any and all costslosses, claims, damages, liabilitiescosts, or expenses (including reasonable attorneys’ fees and court costs) fees), liabilities or other losses incurred by judgments or amounts that are paid in settlement with the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach approval of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld withheld) of or delayedin connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director of the Company. Parent shall advance promptly reasonable litigation expenses incurred by such Company Indemnified Parties in connection with investigating, preparing and defending any action arising out of such acts or omissions; provided the Company Indemnified Parties provide Parent with the written undertaking described under Section 145(e) of the DGCL. Any Indemnified Party wishing to claim indemnification under this Section 6.4, upon learning of any such claim, action, suit, proceeding or investigation, promptly shall notify the Company (or after the Effective Time, Parent), but the failure so to notify shall not relieve a party from any liability that it may have under this Section 6.4, except to the extent such failure materially prejudices such party. Parent shall have the right to assume the defense thereof. If Parent does not assume the indemnifying party so assumes defense, the Company Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Company Indemnified Parties. The Company Indemnified Party shall cooperate in the defense of any claimsuch matter. Parent shall not be liable for any settlement effected without Parent’s prior written consent, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld withheld. The provisions of this Section 6.4 are intended to be for the benefit of, and shall be enforceable by, the parties hereto and each Company Indemnified Party, his or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINher heirs, TO THE MAXIMUM EXTENT PERMITTED BY LAWexecutors and representatives. (b) The Surviving Company shall maintain the Company’s existing officers’ and directors’ liability insurance policy (“D&O Insurance ”) for a period of at least six years after the Effective Time, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability but only to the other extent related to actions or omissions prior to the Effective Time; provided, that the Surviving Company may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers; provided further, that the sum aggregate amount of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause premiums to be maintained, during paid with respect to the performance maintenance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel such D&O Insurance for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or selfsuch six-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section year period shall survive any termination of this Agreementnot exceed $1,000,000.

Indemnification and Insurance. Each party SBKC covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Homestead’s Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification SBKC is sought hereundernotified in writing within such period shall continue until the final disposition of such claim. The indemnifying party Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall have be made, at the opportunity election of the Indemnified Party, by independent counsel mutually agreed upon between SBKC and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to undertake be made against SBKC under such subparagraph, notify SBKC in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, SBKC shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from SBKC to such Indemnified Party of its election so to assume the defense thereof, SBKC shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if SBKC elects not to assume such defense or if counsel for the Indemnified Party advises SBKC in writing that there are material substantive issues that raise conflicts of interest between SBKC or Homestead and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to settle by compromise it, and SBKC shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, SBKC shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) Homestead shall cause the persons serving as its officers or otherwise any claim directors immediately prior to the Effective Time to be covered for which indemnification is available under this Section with legal counsel approved a period of three years from the Effective Time by the Indemnitee directors’ and officers’ liability insurance policy maintained by Homestead with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) SBKC may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with Homestead’s Consent, given prior to the Effective Time, any other policy); and (ii) the aggregate premium to be paid by Homestead for such insurance shall not exceed 150% of the most current annual premium paid by Homestead for its directors and officers liability insurance, without SBKC’s prior approval, which approval shall not be unreasonably withheld or delayed). . (d) If SBKC or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the indemnifying party continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so assumes that the defense successors and assigns of any claim, SBKC shall assume the Indemnitee may participate obligations set forth in such defense with legal counsel this Section 8.12. (e) The provisions of this Section 8.12 are intended to be for the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf benefit of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld enforceable by, each Indemnified Party and his or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other her heirs and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party For and in consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the DEVELOPER shall indemnify, defend defend, and hold harmless the other party COUNTY and all of its agents and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) employees from and against any and all costsclaim, damagesliability, liabilitiesloss, damage, cost, attorney’s fee, charge, or expenses (including reasonable attorneys’ fees and court costs) expense of whatever kind or other losses incurred nature which the COUNTY may sustain, suffer, or incur, or be required to pay arising out of any act, action, neglect, or omission by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, DEVELOPER during the performance of this AgreementDA, any work under this DA, or any part thereof, whether direct or indirect; or by reason or result of injury caused by the DEVELOPER’S negligent maintenance of the property over which the DEVELOPER has control; or by reason of a judgment over and above the limits provided by the insurance covering required under this DA;, except that the Institution, Principal Investigators and all other research personnel DEVELOPER will not be liable under this provision for bodily injury, death and professional liabilitydamages arising out of the injury or damage to persons or property directly caused or resulting from the sole negligence of the COUNTY or any of their agents or employees. The Institution will provide evidence DEVELOPER’S obligation to indemnify, defend, hold harmless as described hereinabove, shall arise within seven (7) days of its insurance receipt by the DEVELOPER of the COUNTY’S written notice of claim for indemnification to the DEVELOPER. The notice of claim for indemnification shall be served pursuant to the notice provisions contained in Paragraph 9.g. The DEVELOPER’S obligation to defend and indemnify within seven (7) days of receipt of such written notice shall not be excused because of the DEVELOPER’S inability to evaluate liability or self-insurance to Advarrabecause the DEVELOPER evaluates liability and determines the DEVELOPER is not liable or determines the COUNTY is solely negligent. Only a final, upon request. Advarra will provide at its expense, and maintain throughout adjudicated judgment finding the term COUNTY solely negligent shall excuse performance of this Agreementprovision by the DEVELOPER. If a judgment finding the COUNTY solely negligent is appealed and the finding of sole negligence is reversed, general liability coverage the DEVELOPER shall be obligated to indemnify the COUNTY for the cost of the appeal(s). The DEVELOPER shall pay all costs and officer fees related to this obligation and director liability coverage. Upon request, Advarra agrees to provide its enforcement by the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementCOUNTY.

Indemnification and Insurance. Each party shall 8.1 LICENSEE hereby agrees to defend, hold harmless; and indemnify, defend and hold harmless the other party —FHCRC and its and its affiliates’ agents, directors, officers, employees, officers and agents employees (each, including the applicable party, an “IndemniteeFHCRC INDEMNITEES”) from and against any and all costssuits, damagesclaims, actions, demands, liabilities, or expenses (including and/or losses, including, without limitation, reasonable legal expenses and attorneys’ fees and court costs(collectively “LOSSES”) resulting directly or other losses incurred by the Indemnitee, or brought by indirectly from a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply claim with applicable laws, rules, and regulationsrespect to: [***]. The Indemnitee foregoing indemnification obligations will not apply in the event and to the extent that such LOSSES arose as a result of [***]. FHCRC shall give the indemnifying party prompt notice promptly notify LICENSEE of any claim for which indemnification is sought hereundersuch LOSSES and allow LICENSEE to handle and control the defense thereof. The indemnifying party LICENSEE shall have the opportunity to undertake the defense of and sole right to settle such LOSSES, but no settlement shall be made that does not include an unconditional release without FHCRC’s prior written consent. 8.2 Except with respect to indemnification and confidentiality obligations by compromise FHCRC and LICENSEE hereunder, in no event shall either party be liable to the other party for any indirect, special, consequential, or otherwise punitive damages-arising out of, or in connection with, this AGREEMENT or its subject matter, regardless of whether the other party knows or should know of the possibility of such damages. 8.3 Beginning at the time when any claim LICENSED SUBJECT MATTER is being used in human clinical trials or SOLD by LICENSEE, an AFFILIATE or a sublicensee, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than [***], and LICENSEE shall use reasonable commercial efforts to have the FHCRC, its directors, officers, employees, contractors, representatives and agents named as additional insureds. Such commercial general liability insurance shall provide: (i) product liability coverage; (ii) broad form contractual liability coverage for which LICENSEE’s indemnification is available under this AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of insurance coverage required herein shall not be construed to create a limit of LICENSEE’s liability with respect to its indemnification under this AGREEMENT. The insurance requirements under this Section 8.3 may be satisfied by self insurance commensurate with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel reasonable standards of the Indemnitee’s selection and industry. 8.4 LICENSEE shall provide FHCRC with written evidence of such insurance within [***] of its procurement. Additionally, LICENSEE shall provide FHCRC with written notice of at the expense of Indemnitee. If the indemnifying party, least [***] prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Sectioncancellation, has non-renewal or material change in such insurance. If LICENSEE does not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, provide FHCRC with all reasonable costs and expenses written evidence of such defense insurance, LICENSEE may elect to be paid by the indemnifying party. No compromise self-insure all or settlement of any such claims shall be made without the prior consent in writing part of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees limits described above provided that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or such self-insurance program is acceptable to Advarra, upon request. Advarra will provide at its expense, and FHCRC. 8.5 LICENSEE shall maintain throughout the term of this Agreement, such commercial general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide insurance beyond the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any expiration or termination of this AgreementAGREEMENT during: (i) the period that any LICENSED SUBJECT MATTER developed pursuant to this AGREEMENT is being commercially distributed or sold by LICENSEE or by a sublicensee or agent of LICENSEE; and (ii) the [***] period immediately after such period.

Indemnification and Insurance. Each party A. Seller shall indemnify, defend indemnify and hold harmless the other party and Buyer, its and its affiliates’ directors, officers, employees, agents and agents (each, including the applicable party, an “Indemnitee”) invitees from and against any and all liability, demands, claims, losses, costs, damages, liabilities, or damage and expenses (including reasonable attorneys’ fees and court costsactual attorney fees) by reason of or on account of property damages, personal injury, death or other losses incurred by the Indemniteeclaims arising out of, as result of, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply in connection with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this AgreementOrder, insurance covering the Institutionwhich is occasioned by defect in product and/or breach of this Order including warranty and acts of Seller, Principal Investigators its employees, agents and all other research personnel for bodily injury, death and professional liabilityinvitees. The Institution Seller waives the application of the doctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Seller’s indemnity. Upon becoming aware of such a claim, demand, suit or action, Buyer shall notify Seller and Seller, at Buyer’s option, and at Seller’s expense, will undertake defense of such a claim, demand, suit or action through counsel approved by Buyer, provided that Seller shall first obtain authorization from Buyer before settlement is made of the claim, demand, suit or action if, the terms of such settlement could materially adversely affect Buyer, including any terms which admits the existence of a defect in Goods or a failure of Buyer to fully and faithfully perform its obligations. In the alternative, Buyer may elect to undertake defense of such a claim, demand, suit or action, to the extent it is asserted against Buyer, and Seller shall reimburse Buyer on monthly basis for all expenses, actual attorney fees, and other costs incurred by Buyer. B. Seller shall procure and maintain at its sole expense insurance, with reputable insurance companies, which adequately covers Seller’s liability against Buyer and third parties. Buyer is entitled to require certain insurance coverage, including products liability, employer’s liability, xxxxxxx’x compensation, general liability, public liability, property damage liability, completed operations liability, recall liability, business interruption and contractual liability, in the amounts acceptable and approved by Buyer. Seller shall provide evidence to Buyer proof of its such insurance or self-insurance to Advarra, upon Buyers request. Advarra will Such policies shall provide at its expense, and maintain throughout cancellation only upon written notice to Buyer. Failure by Buyer to request proof of insurance from Buyer shall not constitute a waiver of the term of requirements provided for in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection.

Indemnification and Insurance. Each party A. Subject to the limitations of Section C of this Article X, each Party shall indemnifydefend, defend indemnify and hold harmless the other party Party and its respective parent and its affiliates’ subsidiary entities, Affiliates, directors, officers, employeesmembers, employees and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costslosses, claims, damages, demands, suits, liabilities, or expenses (and expenses, including reasonable attorneys’ fees and court costs) or other losses costs incurred by the Indemnitee, or brought by a third party against an Indemniteein connection therewith, arising from as a result of (a) the indemnifying partyParty’s material breach of the representations or warranties set forth in this Agreement, (b) the negligence, intentional misconductgross negligence or willful misconduct of the indemnifying Party in performing its duties through employees, breach of agents or contractors under this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give (c) any governmental investigation or proceeding initiated as a result of the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise Party’s breach, misconduct or otherwise any claim for which indemnification is available performance under this Section Agreement. B. Each Party shall maintain in force at its sole cost and expense, with legal counsel approved reputable insurance companies, insurance of types and amounts reasonably sufficient to protect against liability hereunder including product liability, professional liability and commercial general liability of at least $1 million per occurrence and $5 million in the aggregate; and at least statutory limits for workers compensation insurance (or program of self-insurance if permitted by the Indemnitee (which approval shall not be unreasonably withheld or delayedapplicable state law). If Each Party shall provide the indemnifying other party so assumes with a certificate(s) of insurance upon written request from the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN other Party C. UNDER NO EVENT CIRCUMSTANCES WILL EITHER PARTY BE RESPONSIBLE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS UNDER ANY KINDCIRCUMSTANCE, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS BREACH OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) FAILURE TO PERFORM A PARTY’S DUTY UNDER THIS AGREEMENT OR OTHER LEGAL THEORY, RESULTING FROM A BREACH LOSS OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEDATA. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreement.Research Collaboration Agreement XBiotech USA / South Texas Blood & Tissue Center

Indemnification and Insurance. Each party shall indemnify9.1 LICENSEE agrees to hold harmless, defend and hold harmless the other party and its and its affiliates’ directorsindemnify BOARD, SYSTEM, UTMDACC, their Regents, officers, employees, students and agents (each, including the applicable party, an “IndemniteeIndemnified Parties”) from and against any and all costsliabilities, damages, liabilitiescauses of action, or suits, judgments, liens, penalties, fines, losses, costs and expenses (including including, without limitation, reasonable attorneys’ fees and court costsother expenses of litigation) (collectively “Liabilities”) resulting from claims or demands brought by third parties against an Indemnified Party on account of any injury or death of persons, damage to property, or any other damage or loss arising out of or in connection with this AGREEMENT or the exercise or practice of the rights granted hereunder by or under authority of LICENSEE, its AFFILIATES, or their sublicensees, or third party wholesalers or distributors, or physicians, hospitals or other healthcare providers who purchase a LICENSED PRODUCT, provided however, that the following is excluded from LICENSEE’s obligation to indemnify and hold harmless: (a) the negligent failure of UTMDACC or SYSTEM to substantially comply with any applicable governmental requirements; and (b) the negligence or willful malfeasance by a Regent, officer, agent or employee of UTMDACC or SYSTEM. 9.2 In no event shall BOARD, SYSTEM or UTMDACC be liable for any indirect, special, consequential, incidental, exemplary, or punitive damages (including, without limitation, damages for loss of profits or revenue) arising out of or in connection with the AGREEMENT or its subject matter, regardless of whether any such party knows or should know of the possibility of such damages. Other than for claims against LICENSEE for indemnification (Section 9.1) or other losses incurred for misuse or misappropriation or infringement of BOARD and/or UTMDACC’s intellectual property rights, LICENSEE will not be liable to BOARD and/or UTMDACC for any indirect, special, consequential or punitive damages (including, without limitation, damages for loss of profits or revenue) arising out of or in connection with the AGREEMENT or its subject matter, regardless of whether LICENSEE knows or should have known of the possibility of such damages. 9.3 Beginning at the time when any LICENSED PRODUCT is being distributed or sold (including for the purpose of obtaining regulatory approvals) by the IndemniteeLICENSEE, an AFFILIATE, or brought by a third party against an Indemniteesublicensee, arising from the indemnifying party’s negligenceLICENSEE shall, intentional misconductat its sole cost and expense, breach of this Agreement, or failure to comply with applicable laws, rulesprocure and maintain commercial general liability insurance in amounts not less than $2,000,000.00 per incident and $2,000,000.00 annual aggregate, and regulations. The Indemnitee LICENSEE shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall use reasonable efforts to have the opportunity to undertake the defense of BOARD, SYSTEM, UTMDACC, their Regents, officers, employees, students and to settle by compromise or otherwise any claim agents named as additional insureds Such commercial general liability insurance shall provide: (i) product liability coverage; (ii) broad form contractual liability coverage for which LICENSEE’s indemnification is available under this Section with legal counsel approved by the Indemnitee AGREEMENT; and (which approval iii) coverage for litigation costs The minimum amounts of insurance coverage required herein shall not be unreasonably withheld or delayed)construed to create a limit of LICENSEE’s liability with respect to its indemnification under this AGREEMENT. 9.4 LICENSEE shall provide UTMDACC with written evidence of such insurance within thirty (30) calendar days of its procurement. If the indemnifying party so assumes the defense Additionally, LICENSEE shall provide UTMDACC with written notice of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, least fifteen (15) calendar days prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Sectioncancellation, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of non-renewal or material change in such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it insurance. 9.5 LICENSEE shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, such commercial general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide insurance beyond the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any expiration or termination of this AgreementAGREEMENT during: (i) the period that any LICENSED PRODUCT developed pursuant to this AGREEMENT is being commercially distributed or sold by LICENSEE, an AFFILIATE or by a sublicensee or agent of LICENSEE; and (ii) the five (5) year period immediately after such period.

Indemnification and Insurance. Each party (a) From and after the Closing, BT OpCo agrees that it shall indemnify, defend indemnify and hold harmless each present and former director and officer of (x) any BT Company (in each case, solely to the other party extent acting in their capacity as such and its and its affiliates’ directors, officers, employees, and agents to the extent such activities are related to the business of the BT Companies being acquired under this Agreement) (each, including the applicable party, an “IndemniteeBT Indemnified Parties”) from and (y) PubCo and each of its Subsidiaries (the “PubCo Indemnified Parties” together with the BT Indemnified Parties, the “D&O Indemnified Parties”) against any and all costs, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and court costs) fees), judgments, fines, losses, claims, damages or other losses liabilities incurred by the Indemniteein connection with any Legal Proceeding, whether civil, criminal, administrative or brought by a third party against an Indemniteeinvestigative, arising from the indemnifying party’s negligence, intentional misconduct, breach out of this Agreement, or failure pertaining to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise matters existing or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld occurring at or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the BT Companies, PubCo or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of twenty incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents in effect on the Execution Date to indemnify such D&O Indemnified Parties (20) days after receipt including the advancing of notice of a claim for indemnification expenses as incurred to the fullest extent permitted under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayedapplicable Law). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, the BT Companies shall (i) maintain for a party’s period of not less than six years from the Closing provisions in its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of PubCo’s, its Subsidiaries’ and the BT Companies’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the BT Companies, PubCo or their respective Subsidiaries, as applicable, in each case, as of the Execution Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons under such provisions, in each case, except as required by Law. BT OpCo shall assume, and be liable for, and shall cause the BT Companies to honor, each of the covenants in this Section 6.7. (b) For a period of six years from the Closing, BT OpCo shall, and shall cause the BT Companies to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by PubCo’s, the BT Companies’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been made available to PubCo or BT Assets, as applicable, prior to the other and Execution Date or their agents or representatives, respectively) on terms not less favorable than the sum terms of a party’s remedies against such current insurance coverage, except that in no event shall BT OpCo be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by PubCo or the BT Companies, as applicable, for such insurance policy for the year ended December 31, 2021; provided, however, that (i) BT OpCo or the other will BT Companies may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy with respect to claims existing or occurring at or prior to the Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, BT OpCo shall maintain (and cause the BT Companies to maintain) such policies in effect and continue to honor the obligations under such policies, and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 6.7 shall be continued in respect of such claim until the final disposition of such claim. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.7 shall survive the Closing indefinitely and shall be binding, jointly and severally, on the BT Companies and all successors and assigns of the BT Companies. In the event that any of the BT Companies or any of their respective successors or assigns consolidates with or merges into any other Person and shall not exceedbe the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in the aggregateeach such case, the Fees BT Companies shall ensure that have been paid by proper provision shall be made so that the Institution successors and assigns of any of the BT Companies, as the case may be, shall succeed to Advarra under the obligations set forth in this Agreement. Section 6.7. (d) The Institution agrees that it provisions of this Section 6.7(a)-(d): (i) are intended to be for the benefit of, and shall maintain at its expensebe enforceable by, each Person who is now, or cause who has been at any time prior to the Execution Date or who becomes prior to the Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the BT Companies and their successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise and (iv) shall survive the consummation of the Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. (e) On the Closing Date, BT OpCo shall enter into customary indemnification agreements reasonably satisfactory to BT Assets and PubCo with the post-Closing directors and officers of BT OpCo, which indemnification agreements shall continue to be maintained, during effective following the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementClosing.

Indemnification and Insurance. Each party (a) For a period of five (5) years from and after the Effective Time (and subject to the further limitation contained herein), the Surviving Corporation shall indemnify, defend indemnify and hold harmless harmless, as and to the other party fullest extent permitted by Delaware Law and its the Certificate of Incorporation and its affiliates’ directorsBylaws of the Company, officersas in effect on April 1, employees2007, and agents any Person who is now, or who becomes prior to the Effective Time, a director or executive officer of the Company (each, including the applicable party, an “IndemniteeIndemnified Parties”) from and against any and all costslosses, claims, damages, liabilities, or costs, expenses (including reasonable attorneys’ attorney’s fees and court costs) or other losses incurred by expenses in advance of the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the Indemnitee fullest extent permitted by Delaware Law upon receipt of an undertaking to repay such advanced expenses if it is determined by a judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification and such other undertakings required by applicable law), judgments, fines and amounts paid in settlement (“Damages”) in connection with any such threatened or actual claim, action, suit, proceeding or investigation to which any Indemnified Party is or may participate in such defense with legal counsel become a party by virtue of his or her service as a present or former director or executive officer of the Indemnitee’s selection Company and arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at the expense of Indemnitee. If the indemnifying party, or prior to the expiration Effective Time (including, without limitation, the Merger), but only if the applicable Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of twenty the Company, and with respect to any criminal Legal Proceeding, had no reasonable cause to believe the Indemnified Party’s conduct was unlawful (20an “Indemnified Matter”). In connection with any Indemnified Matter, the Indemnified Parties may retain counsel reasonably satisfactory to Acquiror; provided, however, that (i) days after receipt Acquiror shall have the right to assume the defense thereof and upon such assumption Acquiror shall not be liable to any Indemnified Party for any legal expenses of notice of a claim for indemnification under this Section, has not assumed counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Acquiror elects not to assume such defense or counsel for the Indemnitee Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Acquiror and the Indemnified Parties, the Indemnified Parties may thereupon undertake the defense thereof on behalf ofretain counsel reasonably satisfactory to Acquiror, and at Acquiror shall pay the risk and expense of, the indemnifying party, with all reasonable costs fees and expenses of such defense to be paid by counsel for the indemnifying party. No compromise or settlement of any such claims Indemnified Parties, (ii) Acquiror shall be made obligated pursuant to this paragraph to pay for not more than one counsel for each Indemnified Party, (iii) Acquiror shall not be liable for any settlement effected without the its prior written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT and (INCLUDING STRICT LIABILITYiv) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability Acquiror shall not be obligated pursuant to this paragraph to the other and the sum extent that a judgment of a party’s remedies against court of competent jurisdiction determines that any Damages are as a result of the other will not exceed, gross negligence or willful misconduct or result from a decision made by the Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in the aggregate, best interests of the Fees that have been paid by the Institution Company. Any Indemnified Party wishing to Advarra claim indemnification under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to AdvarraSection 10.2, upon requestlearning of any such claim, action, suit, proceeding or investigation, shall promptly notify Acquiror thereof; provided, however, that the failure to so notify shall not affect the obligations of Acquiror under this Section 10.2 except to the extent such failure to notify materially prejudices Acquiror. Advarra will provide at its expenseAcquiror’s obligations under this Section 10.2 continue in full force and effect for a period of five (5) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) Acquiror shall purchase for the benefit of the persons serving as executive officers and directors of the Company immediately prior to the Effective Time, directors’ and officers’ liability insurance coverage for six (6) years after the Effective Time, under the policy described on Schedule 10.2(b), with respect to acts or omissions occurring prior to the Effective Time which were committed by such executive officers and directors in their capacity as such (“Tail Insurance”); provided that in no event shall Acquiror be required to expend annually in the aggregate an amount in excess of the annual premium for such Tail Insurance (the “Insurance Amount”); and provided, further, that if Acquiror is unable to maintain throughout such policy (or such substitute policy) as a result of the term of this Agreementpreceding proviso, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide Acquiror shall obtain as much comparable insurance as is available for the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementAmount.

Indemnification and Insurance. Each party WGNB covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under First Xxxxxxxx’ Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification WGNB is sought hereunder. The indemnifying party notified in writing within such period shall have continue until the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses final disposition of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEclaim. Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between WGNB and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a party’s liability claim in respect thereof is to be made against WGNB under this Section 8.12, notify WGNB in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, WGNB shall be entitled to participate therein and, to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees extent that it shall maintain at wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from WGNB to such Indemnified Party of its expenseelection so to assume the defense thereof, WGNB shall not be liable to such Indemnified Party under this Section 8.12 for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if WGNB elects not to assume such defense or if counsel for the Indemnified Party advises WGNB in writing that there are material substantive issues that raise conflicts of interest between WGNB or First Xxxxxxxx and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and WGNB shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, WGNB shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) First Xxxxxxxx shall cause the persons serving as officers or directors of First Xxxxxxxx or Target Bank, immediately prior to the Effective Time to be maintainedcovered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by First Xxxxxxxx with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) WGNB may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with First Xxxxxxxx’x consent, during give prior to the performance Effective Time, any other policy); and (ii) the aggregate premium to be paid by First Xxxxxxxx for such insurance shall not exceed 150% of the most current annual premium paid by First Xxxxxxxx for its directors and officers liability insurance, without WGNB’s prior approval. (d) If WGNB or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of WGNB shall assume the obligations set forth in this Section 8.12. (e) The provisions of this Agreement, insurance covering Section 8.12 are intended to be for the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expensebenefit of, and maintain throughout the term of this Agreementshall be enforceable by, general liability coverage each Indemnified Party and officer his or her heirs and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party (a) Purchaser covenants and agrees that all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Target’s Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Company Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification Purchaser is sought hereunder. The indemnifying party notified in writing within such period shall have continue until the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses final disposition of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEclaim. Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between Purchaser and the Indemnified Party. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a party’s liability claim in respect thereof is to be made against Purchaser under such subparagraph, notify Purchaser in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Purchaser shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Purchaser to such Indemnified Party of its election so to assume the defense thereof, Purchaser shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Purchaser elects not to assume such defense or if counsel for the Indemnified Party advises Purchaser in writing that there are material substantive issues that raise conflicts of interest between Purchaser or Target and the sum Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and Purchaser shall pay all reasonable fees and expenses of a party’s remedies against such counsel for the other will Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, Purchaser shall not exceed, be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the aggregate, the Fees that have been paid by the Institution reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to Advarra under this Agreement. The Institution such claims. (b) Target covenants and agrees that it shall maintain at cause the persons serving as its expenseofficers or directors of the Target Entities, or cause immediately prior to the Effective Time to be maintainedcovered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by Target with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) Purchaser may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with Target’s consent, during given prior to the performance Effective Time, any other policy); and (ii) the aggregate premium to be paid by Target for such insurance shall not exceed 150% of the most current annual premium paid by Target for its directors and officers liability insurance, without Purchaser’s prior approval. (c) Purchaser covenants and agrees that if Purchaser or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of Purchaser shall assume the obligations set forth in this Section 8.11. (d) The provisions of this Agreement, insurance covering Section 8.11 are intended to be for the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expensebenefit of, and maintain throughout the term of this Agreementshall be enforceable by, general liability coverage each Indemnified Party and officer his or her heirs and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party shall indemnify11.1 MDS agrees to defend, defend indemnify and hold harmless the other party and its and DVA, its affiliates’ , successors, assigns, directors, officers, employees, agents and agents employees (each, including the applicable party, an “IndemniteeDVA Indemnitees”) from and against any and all costsliabilities, demands, losses, damages, liabilities, or and/or expenses (including costs, expenses, fines, amounts paid in settlements or judgments, reasonable attorneys’ fees and court costsfees, witnesses’ fees, investigation expenses, and, expenses incident thereto) (collectively referred to as “Damages”) that DVA Indemnitees may suffer resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other losses incurred cause of action (or threats thereof), to the extent arising out of any defect in the design or manufacture of any MDS PRODUCT, including but not limited to claims for property damage, loss of life, and bodily injury (a “PROCEEDING”), or (ii) the breach by MDS of any warranty, representation or covenant contained in this Agreement or in materials furnished by MDS for DVA’s use. Notwithstanding the foregoing, in no event shall MDS have an obligation to defend, indemnify or hold DVA harmless hereunder to the extent any such Damages were caused by the Indemniteenegligence or willful misconduct of DVA, its employees, agents or contractors. 11.2 If any PROCEEDING referred to in Section 11.1 is brought by a third party against an IndemniteeDVA, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee DVA shall give the indemnifying party prompt notice to MDS of any claim for which indemnification is sought hereunderthe commencement of such PROCEEDING. The indemnifying party Following receipt of such notice MDS shall have the opportunity option to undertake assume the defense of and such PROCEEDING with counsel reasonably satisfactory to settle by compromise or otherwise any claim for which indemnification is available DVA. After notice to DVA from MDS of its election to assume the defense of such PROCEEDING, MDS will not, as long as it diligently conducts such defense, be liable to DVA under this Section 11 for any fees of other counsel or any other expenses with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes respect to the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of IndemniteePROCEEDING. If MDS does not assume defense of such PROCEEDING, DVA shall have the indemnifying partyright, prior following notice to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this SectionMDS, has not assumed to assume the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such PROCEEDING and MDS shall reimburse DVA for any expenses reasonably incurred by DVA in connection with the investigation and defense to thereof. In no event shall either of MDS or DVA be paid bound by the indemnifying party. No a compromise or settlement of any a PROCEEDING without such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution prior written consent. 11.3 MDS agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, secure and maintain in full force and effect throughout the term of this Agreement (and following termination, to cover any claims arising from this Agreement, ) commercial general liability coverage and officer and director insurance, which includes contractual liability coverage, product liability and workers’ compensation insurance, with a limit of liability of $3,000,000. Upon Any limits on MDS’S insurance coverage shall not be construed to create a limit on its liability with respect to its obligations hereunder. DVA shall be named as an additional insured on vendor’s endorsement for product liability insurance. Such policies shall provide at least thirty (30) days prior written notice to DVA of the cancellation, non-renewal or substantial modification thereof. MDS shall supply certificates of insurance to DVA upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. Each party (a) Following the Effective Time, Parent shall indemnify, defend and hold harmless and advance expenses to the other party present and former directors and officers of the Company or any of its and subsidiaries (including all of its affiliates’ directors, officers, employeesbanking subsidiaries), and agents any such person presently or formerly serving at the request of the Company or any of its subsidiaries as a director, officer, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or under or with respect to any employee benefit plan (each, including the applicable party, an “IndemniteeIndemnified Party” and collectively, the “Indemnified Parties”) from and against any and all costs, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Plan), whether asserted or claimed prior to, at or after the Effective Time (x) to the same extent as such persons are indemnified or have the right to advancement of expenses pursuant to the Governing Documents and indemnification agreements, if any, in effect on the date of this Plan with the Company or any of its subsidiaries and, in the case of the directors and executive officers of the Company (y) without limitation of, and in addition to, clause (x), to the fullest extent permitted by law. In the event of any such Indemnified Liabilities, (i) Parent shall pay the reasonable fees and court costsexpenses of counsel selected by an Indemnified Party promptly after statements therefor are received and shall otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred and (ii) or other losses incurred by Parent and the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee Indemnified Parties shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake cooperate in the defense of such matter. If any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Plan and is successful in obtaining a decision that it is entitled to settle enforcement of any right or collection of any money in such action, Parent shall reimburse such Indemnified Party for all of its expenses reasonably incurred in connection with bringing and pursuing such action including, without limitation, reasonable attorneys’ fees and costs. (b) For a period of six years from the Effective Time, Parent shall use its reasonable best efforts to provide directors’ and officers’ liability insurance (including excess coverage) and fiduciary liability insurance in respect of any Company Benefit Plans that serves to reimburse the present and former officers and directors of the Company or any of its subsidiaries (including all of its banking subsidiaries) with respect to claims against such directors and officers arising from facts or events occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by compromise this Plan) which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by the Company, provided that in no event shall Parent be required to expend annually in the aggregate an amount in excess of 250% of the annual premiums currently paid by the Company (which current amount has been Previously Disclosed) for such insurance (the “Insurance Amount”), and provided further that if Parent is unable to maintain such policy (or otherwise any claim for which indemnification such substitute policy) as a result of the preceding proviso, Parent shall obtain as much comparable insurance as is available for the Insurance Amount. (c) Any Indemnified Party wishing to claim indemnification under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed5.11(a). If the indemnifying party so assumes the defense , upon learning of any claim, action, suit, proceeding or investigation described above, shall notify Parent thereof; provided that the Indemnitee may participate in such defense with legal counsel failure to so notify shall not affect the obligations of the Indemnitee’s selection Parent under Section 5.11(a) unless and at the expense of Indemnitee. If the indemnifying party, prior to the expiration extent that Parent is actually and materially prejudiced as a result of twenty (20) days after receipt of such failure. Parent hereby acknowledges notice of a claim all matters Previously Disclosed. (d) If Parent or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets or deposits to any other entity, or engage in any similar transaction, then and in each case, Parent shall cause proper provision to be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 5.11. (e) The provisions of this Section 5.11 are intended to be for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf benefit of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld enforceable by, each Indemnified Party and his or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other her heirs and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreementrepresentatives. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of indemnification rights granted in this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expenseSection 5.11 are in addition to, and maintain throughout the term of this Agreementnot in substitution for, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees any other rights to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive indemnification or contribution that any termination of this AgreementIndemnified Party may have by contract or otherwise.

Indemnification and Insurance. Each party shall Sponsor agrees to indemnify, defend and hold harmless the other party and University, its and its affiliates’ directorstrustees, officers, agents and representatives and employees, and agents (each, including the applicable party, an “Indemnitee”) Principal Investigator from and against any and all costslosses, damagesinjuries, harm, liabilities, or expenses claims, actions, suits, costs and expenses, including, reasonable attorney’s fees, for personal injury (including reasonable attorneys’ fees and court costsdeath) or economic loss arising out of or connected with the performance of the Study, including the use by Sponsor of Study results. The obligation of indemnification under this Section shall not apply to the extent that liabilities are caused by (i) failure of the University and/or Principal Investigator to use the Study Drug/Device in accordance with the Protocol or other losses incurred by written instructions of Sponsor or (ii) the Indemnitee, negligence and willful misconduct of Principal Investigator or brought by a third party against an Indemnitee, arising any other employee of University. Deviations from the indemnifying partyProtocol for reasons of patient safety that may arise out of medical necessity shall not nullify Sponsor's indemnification obligations hereunder; provided that University’s actions related to such deviations do not constitute negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee University shall give the indemnifying party prompt notice promptly notify Sponsor of any claim for which indemnification is sought or suit against any party to be indemnified hereunder. The indemnifying party , and shall allow Sponsor to have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense full control of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise disposition or settlement of any such claims claim or suit, and shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld fully cooperate with Sponsor regarding such disposition or delayed)settlement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during During the performance of this Agreement, Sponsor warrants that it has and shall maintain sufficient general and product liability insurance covering to meet its indemnification obligation in this Agreement. Sponsor agrees that such coverage shall be in an amount not less than $1,000,000 per occurrence, $3,000,000 in the Institution, Principal Investigators aggregate and all other research personnel for bodily injury, death and professional liability. The Institution will shall provide evidence of its insurance or self-insurance to Advarra, such coverage upon University’s request. Advarra Sponsor shall further provide written notice to University at least thirty (30) days prior to the cancellation, non-renewal or material change in such insurance. The amount of Sponsor’s insurance coverage shall not be construed as creating a limit on Sponsor’s indemnification obligations assumed herein. University policy requires Sponsor to select one of the foregoing OPTIONS with respect to the manner in which payment for Subject Injury Costs will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of be handled under this Agreement.

Indemnification and Insurance. Each party SBC covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Concord’s Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification SBC is sought hereunder. The indemnifying party notified in writing within such period shall have continue until the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses final disposition of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEclaim. Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between SBC and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a party’s liability claim in respect thereof is to be made against SBC under such subparagraph, notify SBC in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, SBC shall be entitled to participate therein and, to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees extent that it shall maintain at wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from SBC to such Indemnified Party of its expenseelection so to assume the defense thereof, SBC shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if SBC elects not to assume such defense or if counsel for the Indemnified Party advises SBC in writing that there are material substantive issues that raise conflicts of interest between SBC or Concord and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and SBC shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, SBC shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) Concord shall cause the persons serving as its officers or directors immediately prior to the Effective Time to be maintainedcovered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by Concord with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) SBC may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with Concord’s consent, during give prior to the performance Effective Time, any other policy); and (ii) the aggregate premium to be paid by Concord for such insurance shall not exceed 150% of the most current annual premium paid by Concord for its directors and officers liability insurance, without SBC’s prior approval. (d) If SBC or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of SBC shall assume the obligations set forth in this Section 8.8. (e) The provisions of this Agreement, insurance covering Section 8.8 are intended to be for the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expensebenefit of, and maintain throughout the term of this Agreementshall be enforceable by, general liability coverage each Indemnified Party and officer his or her heirs and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party shall indemnifyThe Company agrees to indemnify (in addition to any other indemnification provided to the Executive under any separate agreement or the by-laws of the Company) the Executive to the fullest extent permitted by applicable law, defend as the same exists and hold harmless the other party and its and its affiliates’ directorsmay hereafter be amended, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costslosses, damages, liabilitiesclaims, liabilities and expenses (collectively, “Damages”) asserted against, or expenses incurred or suffered by, the Executive (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of legal counsel retained by the Company to defend the Executive (which, for the avoidance of doubt, shall be reputable counsel separate from the Company’s counsel if the Company’s counsel is by virtue of a conflict of interest unable to represent the Executive) and judgments, fines and amounts paid in settlement actually and reasonably incurred by or imposed on such defense indemnified party) with respect to any action, suit or proceeding (which, for the avoidance of doubt, shall include official governmental formal or informal investigations that may give rise to future potential proceeding), whether civil, criminal, administrative or investigative in which the Executive is made a party or threatened to be paid made a party (which for the avoidance of doubt, shall include the Executive’s good faith belief that the Executive could reasonably expect to be made a party), either with regard to his entering into this Agreement or in his capacity as an officer or director, or former officer or director, of the Company or any affiliate thereof for which he may serve in such capacity; provided, however, that in no event shall the Company be obligated to indemnify the Executive for Damages to the extent such Damages arose from Executive’s fraud, misappropriation, embezzlement, willful or gross negligence or willful misconduct. Such indemnification shall continue after the Executive is no longer employed by the indemnifying partyCompany and shall inure to the benefit of his heirs, executors, and administrators. No compromise The Company also agrees to attempt to secure and maintain reasonable officers and directors liability insurance at reasonable rates, before or settlement within a reasonable time after the date hereof, providing coverage for Executive (and, if such coverage has been provided for any other senior executive, shall procure such coverage for the Executive on comparable terms), which coverage would continue after termination of employment for a reasonable time (but in no event for a shorter time than is applicable to any such claims shall be made without the prior consent in writing other similarly situated senior executive of the Indemnitee (which consent shall not be unreasonably withheld or delayedCompany). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. Each party 10.1 Xxxx shall indemnifydefend, defend indemnify and hold Licensee harmless against any claims, suits, actions, proceedings, losses, liabilities, damages, costs and expenses (collectively "Claims and Liabilities") arising from, related to, or attributable to (i) an allegation that Licensee's use of Xxxx' Intellectual Property Rights and/or Xxxx' Know-How in accordance with the terms and conditions of this Agreement infringes any United States patent, copyright, trademark, data exclusivity right or trade secret right of any other party person, firm, corporation or other entity; or (ii) the failure of any bulk Memantine supplied by Xxxx to Licensee under the Supply Agreement to conform to the specification therefor, as set forth on Exhibit 1.13 hereto. In the event that Licensee is subject to any Claims or Liabilities that are within the scope of Xxxx' indemnification obligation under this Article 10.1: (i) Licensee shall furnish Xxxx with written notice of any such Claim or Liability within thirty (30) days of the date on which Licensee receives notice thereof; (ii) Xxxx shall be solely responsible for the investigation, defense, settlement and discharge of such Claim or Liability; and (iii) Licensee shall furnish Xxxx with all assistance reasonably requested by Xxxx in connection with the investigation, defense, settlement and discharge of such Claim or Liability. Licensee's failure to perform any of its obligations under this Article 10.1 shall not be deemed to constitute a breach by Licensee of this Agreement, and shall not relieve Xxxx of its affiliates’ indemnification obligation hereunder, unless Xxxx does not receive timely notice of such Claim or Liability, or Xxxx' ability to defend and/or settle such Claim or Liability is otherwise materially impaired by Licensee's failure hereunder. 10.2 In the event that it is determined by any court of competent jurisdiction that Licensee's use of Xxxx' Intellectual Property Rights and/or Xxxx' Know-How in accordance with the terms and conditions of this Agreement infringes, or Xxxx reasonably determines that Licensee's use of Xxxx' Intellectual Property Rights and/or Xxxx' Know-How is likely to infringe, any United States patent, copyright, trademark, data exclusivity right or trade secret right of any other person, firm, corporation or other entity, Xxxx shall use commercially reasonable efforts to: (i) procure a license from such other person, firm, corporation or other entity authorizing Licensee to continue to utilize Xxxx Intellectual Property Rights; or (ii) modify the Xxxx' Know-How, so as to render it non-infringing. In the event that neither of the foregoing alternatives is reasonably available or commercially feasible, Xxxx may terminate the rights and licenses granted to Licensee hereunder without any further obligations whatsoever to Licensee. For purposes of this Article 10.2, procuring a license from another person, firm, corporation or other entity shall be deemed to be not commercially feasible if the total cost to Xxxx of such a license would exceed [ * ] of the royalties thereafter payable by Licensee to Xxxx hereunder. 10.3 Xxxx' obligations under Articles 10.1 and 10.2 hereof shall not apply to any allegations of infringement of the intellectual property rights of another person, firm, corporation or other entity that would not have arisen but for: (i) Licensee's use of Xxxx Intellectual Property Rights and/or Xxxx' Know-How in violation of the terms and conditions of this Agreement, including, but not limited to, Licensee's marketing, distribution, sale and/or use of any of the Contract Products outside of the Territory; (ii) any modification, adaptation or application of Xxxx' Know-How made by Licensee without the prior authorization of Xxxx; or (iii) any combination of the Contract Products with any other products, compounds or materials. 10.4 Licensee shall defend, indemnify and hold Xxxx, its licensors, and their respective officers, directors, officersshareholders, employees, agents and agents (each, including the applicable party, an “Indemnitee”) from and representatives harmless against any and all costsClaims and Liabilities arising from, damages, liabilitiesrelated to, or expenses (attributable to: a. Any claim, including reasonable attorneys’ fees and court costs) or other losses incurred any product liability claim, by any third party with respect to any of the IndemniteeContract Products, except as specifically provided in Article 10.1 hereof, regardless of whether such claim is based on contract, breach of warranty, any form of tort, strict liability, or brought otherwise; b. Any allegation that any of the Contract Products fail to conform to the requirements of any Applicable Laws and/or any applicable Regulatory Approvals, including, but not limited to, the failure by Licensee to obtain any required Regulatory Approvals for the Contract Products; c. Any breach of any of Licensee's representations, warranties or covenants set forth in this Agreement; or d. Any other negligent, willful or intentionally wrongful act, error or omission on the part of Licensee, or any officer, director, employee, agent or representative of Licensee. 10.5 Licensee's indemnification obligations under Articles 10.4(a) and 10.4(b) shall not apply to the extent, but only to the extent, that any product liability claim with respect to the Contract Products, or any failure of the Contract Products to conform to the requirements of Applicable Law and/or any applicable Regulatory Approval, is directly attributable to the failure of any bulk Memantine supplied to Licensee by Xxxx to comply with the specifications therefor set forth on Exhibit 1.13 hereto. 10.6 In the event that Xxxx is subject to any Claims or Liabilities that are within the scope of Licensee's indemnification obligation under Article 10.4 hereof: (i) Xxxx shall provide Licensee with written notice of any such Claim or Liability within thirty (30) days after Xxxx receives notice of such Claim or Liability; (ii) Licensee shall be solely responsible for the investigation, defense, settlement and discharge of such Claim or Liability; and (iii) Xxxx shall provide Licensee with such assistance as Licensee shall reasonably request in connection with the investigation, defense, settlement and discharge of such Claim or Liability. Xxxx' failure to perform any of its obligations under this Article 10.6 shall not be deemed to constitute a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach by Xxxx of this Agreement, and shall not relieve Licensee of its indemnification obligation hereunder, unless Licensee does not receive timely notice of such Claim or Liability or Xxxx' ability to defend and/or settle such Claim or Liability is otherwise materially impaired by Licensee's failure to comply with applicable lawshereunder. 10.7 Licensee shall, rulesat its sole cost and expense, obtain no later than the date of First Commercial Sale of the Contract Products in the Territory, and regulationsshall maintain in full force and effect during the continuance of this Agreement and thereafter in accordance with Article 10.9 hereof, commercial general liability insurance, which shall provide both (i) product liability coverage, and (ii) contractual liability coverage, which complies with all Applicable Laws of the Territory, and provides for minimum loss coverage at least equal to the insurance coverage maintained by Licensee with respect to Licensee's proprietary pharmaceutical products, but, in any event, not less than Two Million United States Dollars ($2,000,000.00) per incident and Xxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Dollars ($100,000,000.00) annual aggregate. The Indemnitee shall give In the indemnifying party prompt notice event that Licensee elects to self-insure all, or any portion of any claim for which indemnification is sought hereunderthe coverage limits specified in this Article 10.7, including deductibles or retentions in excess of Two Hundred Fifty Thousand United States Dollars (US$250,000.00), such self-insurance program must be reasonably acceptable to Xxxx and its licensors. The indemnifying party shall have Licensee hereby specifically acknowledges and agrees that the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under insurance coverage limits set forth in this Section with legal counsel approved by the Indemnitee (which approval Article 10.7 shall not be unreasonably withheld construed to create any limit on Licensee's liability hereunder and/or indemnification obligation under Article 10.4 hereof. 10.8 Licensee shall cause Xxxx and Xxxx' licensors to be named as additional insureds under Licensee's commercial general liability insurance policies under Article 10.7 hereof. Each such commercial general liability insurance policy obtained and maintained by Licensee under Article 10.7 shall provide for at least thirty (30) days written notice to Xxxx and Xxxx' licensors prior to cancellation, non-renewal or delayed)material change in such insurance policy. If In the indemnifying party so assumes the defense event of cancellation or non-renewal of any claimsuch commercial general liability insurance policy, Licensee shall, at its sole cost and expense, obtain replacement insurance coverage, in accordance with the Indemnitee may participate in such defense with legal counsel requirements of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying partyArticle 10.7 hereof, prior to the expiration effective date of twenty (20) days after receipt of notice of a claim for such cancellation or non-renewal. 10.9 Licensee's indemnification obligation under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf ofArticle 10.4 hereof, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense Licensee's obligation to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, commercial general liability coverage and officer and director liability coverage. Upon requestinsurance under Article 10.7 hereof, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any the expiration or termination of this AgreementAgreement for any reason whatsoever for a period of fifteen (15) years after the date of expiration or termination hereof.

Indemnification and Insurance. Each party 11.1. By AbbVie. AbbVie shall indemnify, defend and hold harmless the other party Kadmon, its Affiliates and its and its affiliates’ directorstheir respective employees, officers, employees, directors and agents (each, including the applicable party, an “IndemniteeKadmon Indemnitees”) from and against any and all costsLosses that the Kadmon Indemnitees directly incur, damagesand all Losses that the Kadmon Indemnitees actually pay to one or more Third Parties (whether such claim is asserted as a tort, liabilitiesbreach of contract or otherwise), in each instance to the extent resulting from or expenses arising out of (including reasonable attorneysa) any breach by AbbVie of any of its representations, warranties or obligations pursuant to this Agreement, (b) AbbVie’s or its Affiliates’ fees and court costsnegligence (or more culpable act or omission) or other losses incurred violation of Applicable Laws or regulations in performing or failing to perform its rights or obligations in connection with this Agreement or (c) the development, manufacture, use or Commercialization of Product by or on behalf of AbbVie and/or its Affiliates in the IndemniteeTerritory (except for matters conducted solely by Kadmon under this Agreement or the Ancillary Agreements); provided, however, that AbbVie will not be obligated to indemnify or hold harmless Kadmon Indemnitees from any such Losses to the extent resulting from (i) any breach by Kadmon of any of its representations, warranties or obligations pursuant to this Agreement, (ii) Kadmon’s or its Affiliates’ negligence (or more culpable act or omission) or violation of Applicable Laws or regulations in performing or failing to perform its rights or obligations in connection with this Agreement, (iii) any claim made or brought by a third party against an Indemniteeany Third Party that the manufacture, arising from use, sale or other Commercialization of the indemnifying party’s negligenceProduct infringes, intentional misconductmisappropriates or otherwise conflicts with the Patent Rights or any other intellectual property rights of any Third Party, breach or (iv) any claim made or brought by any Third Party that the execution and delivery of this Agreement, Agreement or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice grant of any claim for which indemnification is sought hereunder. The indemnifying party shall have of the opportunity rights under this Agreement to undertake the defense of and to settle by compromise AbbVie conflicts with or otherwise any claim for which indemnification is available under this Section tortiously interferes with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense rights of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementThird Party.

Indemnification and Insurance. Each party (a) Parent and Merger Sub agree that all rights to indemnification by the Company now existing in favor of each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of the Company Subsidiaries or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the Company’s certificate of incorporation or bylaws, in each case as in effect on the date of this Agreement, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and shall remain in full force and effect. (b) For three years after the Effective Time, to the full extent permitted under applicable law, the Surviving Corporation (the “Indemnifying Parties”) shall indemnify, defend and hold harmless the other party and its and its affiliates’ directorseach Indemnified Party against all losses, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costsclaims, damages, liabilities, fees, expenses, judgments and fines arising in whole or expenses (including reasonable attorneys’ fees in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time, and court costs) will reimburse each Indemnified Party for any legal or other losses expenses reasonably incurred by the Indemniteesuch Indemnified Party in connection with investigating or defending any such losses, or brought by a third party against an Indemniteeclaims, arising from the indemnifying party’s negligencedamages, intentional misconductliabilities, breach of this Agreementfees, or failure expenses, judgments and fines as such expenses are incurred; provided, however, that nothing herein shall impair any rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification of any claim for which indemnification is sought hereunderIndemnified Party referred to in clause (a) above. The indemnifying party shall have the opportunity to undertake the defense of and to settle Promptly after receipt by compromise or otherwise any claim for which indemnification is available an Indemnified Party under this Section 5.9(b) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against an Indemnifying Party under this Section 5.9(b), notify the Indemnifying Party of the commencement thereof; but the omission so to notify an Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party except to the extent that the Indemnifying Party is actually and materially prejudiced by such omission. In case any such action is brought against any Indemnified Party and it notifies an Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with legal any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel approved by reasonably satisfactory to such Indemnified Party (who shall not, except with the Indemnitee consent of the Indemnified Party (which approval shall consent will not be unreasonably withheld or delayed). If , be counsel to the indemnifying party so assumes Indemnifying Party), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of any claimthereof (and so long as the Indemnifying Party satisfies such obligations), the Indemnitee may participate in Indemnifying Party will not be liable to such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification Indemnified Party under this Section, has not assumed Section 5.9(b) for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made Indemnifying Party shall, without the prior written consent in writing of the Indemnitee Indemnified Party (which consent shall will not be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or would reasonably be expected to be have been a party and indemnity could properly have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability Notwithstanding anything to the other contrary set forth herein, no Indemnifying Party shall be obligated pursuant to this Section 5.9(b) to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action in any one jurisdiction except to the sum of a party’s remedies against the other will not exceedextent that, in the aggregateopinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the Fees that have been paid by outcome of such action. (c) Parent shall cause the Institution Surviving Corporation to Advarra under this Agreement. The Institution agrees that it shall maintain at its expensepurchase a three-year “tail” policy on terms and conditions no less advantageous than the Company’s existing officers’ and directors’ liability insurance policies, or cause to be maintained, during in effect on the performance date of this Agreement, provided, that in no event shall Parent or the Surviving Corporation be required to expend more than $74,000 for such insurance covering (the Institution“Maximum Amount”), Principal Investigators provided, further, that if the amount of the premiums necessary to procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Corporation shall procure and maintain for such three-year period as much coverage as reasonably practicable for the Maximum Amount. (d) The obligations of Parent and the Surviving Corporation under this Section 5.9 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.9 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.9 applies shall be third party beneficiaries of this Section 5.9, each of whom may enforce the provisions of this Section 5.9). (e) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Corporation or entity of such consolidation or merger or (ii) transfers all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence or substantially all of its insurance or self-insurance properties and assets to Advarraany Person, upon request. Advarra will provide at its expensethen, and maintain throughout in each such case, proper provision shall be made so that the term successors and assigns of Parent or the Surviving Corporation, as the case may, be shall assume the obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 5.9.

Indemnification and Insurance. Each party (a) Purchaser covenants and agrees that all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Target’s Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification Purchaser is sought hereundernotified in writing within such period shall continue until the final disposition of such claim. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against Purchaser under this Sectionsuch subparagraph, has not assumed notify Purchaser in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Purchaser shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, the Indemnitee may thereupon undertake with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Purchaser to such Indemnified Party of its election so to assume the defense thereof on behalf ofthereof, Purchaser shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Purchaser elects not to assume such defense or if counsel for the Indemnified Party advises Purchaser in writing that there are material substantive issues that raise conflicts of interest between Purchaser or Target and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and at the risk and expense of, the indemnifying party, with Purchaser shall pay all reasonable costs fees and expenses of such defense counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, Purchaser shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (b) Target covenants and agrees that it shall use its best efforts to cause the persons serving as its officers or directors of the Target Entities immediately prior to the Effective Time to be covered for a period of six years from the Effective Time (or such lesser period of time reasonably acceptable to the Parties) by the directors’ and officers’ liability insurance policy maintained by Target with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) Purchaser may in its reasonable discretion with the consent of Target, with such consent not to be unreasonably withheld, substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with Target’s consent, given prior to the Effective Time, any other policy); and (ii) the aggregate premium to be paid by Target for such insurance shall not exceed 200% of the indemnifying party. No compromise most current annual premium paid by Target for its directors and officers liability insurance without Purchaser’s prior approval. (c) Purchaser covenants and agrees that if Purchaser or settlement any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such claims consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made without so that the prior consent successors and assigns of Purchaser shall assume the obligations set forth in writing this Section 8.9. (d) The provisions of this Section 8.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. (e) The Parties acknowledge that Section 18(k) of the Indemnitee Federal Deposit Insurance Act provides that no payment may be made by any insured depository institution or its holding company for the benefit of any person who is or was an institution-affiliated party to pay or reimburse such person for any liability or legal expense with regard to any administrative proceeding or civil action instituted by the appropriate federal banking agency which results in a final order under which such person (which consent shall not be unreasonably withheld 1) is assessed a civil money penalty, (2) is removed or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, prohibited from participating in the aggregateconduct of the affairs of the insured depository institution, or (3) is required to take an affirmative action to correct or remedy a regulatory violation. Accordingly, the Fees Parties recognize that have been paid the indemnification provisions set forth in this Section 8.9 are subject to and limited by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at provisions of Section 18(k) of the Federal Deposit Insurance Act and its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementaccompanying regulations.

Indemnification and Insurance. Each party (a) From and after the Effective Time, Parent shall indemnify, defend and hold harmless each Person who is now or who becomes prior to the other party and its and its affiliates’ directorsEffective Time, officersa director of the Company (but, employeeswith respect to such Persons, and agents only to the extent, if any, the Company would have been permitted to do so as of the date hereof) (eachthe "Company Indemnified Parties") against all losses, including the applicable party, an “Indemnitee”) from and against any and all costsclaims, damages, liabilitiescosts, or expenses (including reasonable attorneys’ fees and court costs) ' fees), liabilities or other losses incurred by judgments or amounts that are paid in settlement with the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach approval of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld withheld) of or delayedin connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director of the Company. Parent shall advance promptly reasonable litigation expenses incurred by such Company Indemnified Parties in connection with investigating, preparing and defending any action arising out of such acts or omissions; provided the Company Indemnified Parties provide Parent with the written undertaking described under Section 145(e) of the DGCL. Any Indemnified Party wishing to claim indemnification under this Section 6.4, upon learning of any such claim, action, suit, proceeding or investigation, promptly shall notify the Company (or after the Effective Time, Parent), but the failure so to notify shall not relieve a party from any liability that it may have under this Section 6.4, except to the extent such failure materially prejudices such party. Parent shall have the right to assume the defense thereof. If Parent does not assume the indemnifying party so assumes defense, the Company Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Company Indemnified Parties. The Company Indemnified Party shall cooperate in the defense of any claimsuch matter. Parent shall not be liable for any settlement effected without Parent's prior written consent, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld withheld. The provisions of this Section 6.4 are intended to be for the benefit of, and shall be enforceable by, the parties hereto and each Company Indemnified Party, his or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINher heirs, TO THE MAXIMUM EXTENT PERMITTED BY LAWexecutors and representatives. (b) The Surviving Company shall maintain the Company's existing officers' and directors' liability insurance policy ("D&O Insurance ") for a period of at least six years after the Effective Time, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability but only to the other extent related to actions or omissions prior to the Effective Time; provided, that the Surviving Company may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers; provided further, that the sum aggregate amount of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause premiums to be maintained, during paid with respect to the performance maintenance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel such D&O Insurance for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or selfsuch six-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section year period shall survive any termination of this Agreementnot exceed $1,000,000.

Indemnification and Insurance. Each Nothing in this MOA shall be interpreted to modify, impair, destroy or otherwise affect any common law or statutory right toindemnity or contribution that any party tothis MOAmay have against any other party relative toanyincident arising outoftheperformance of this MOA. For any actions directly related to the provision of services, not directed or approved by the parties to this agreement, each party shall indemnify, defend and hold harmless the other party and its any of their agents, officials and its affiliates’ directors, officers, employees, and agents employees (each, including the applicable party, an “Indemnitee”"Indemnified Parties") from and against any and all costsclaims, damagesdemands, liabilitiessuits, actions, proceedings, loss, cost and damages of any kind, including any attorneys' fees and litigation expenses brought or made against or incurred byany of theIndemnified Partiesonaccountof lossof or damage toanyproperty orforinjuriestoor death of anyperson, caused by,arising outof orbyreason of any alleged act, omission, professional error, fault, mistake, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemniteenegligence, its employees, agents, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, representatives in connection with or failure incident to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this AgreementContract or arising out of workers' compensation claims, unemployment compensation claims, or unemployment disability compensation claims ofemployees and its Contractors orclaims undersimilar such laws orobligations. Both ANewLeaf and City of Glendale shall comply with all lawsregarding Unemployment Insurance, Workers' Compensation and the Fair Labor Standards Act and shall also be responsible for obligations for itself and its employees. Both ANew Leaf and City of Glendale shall provide and maintain appropriate liability insurance covering for all occurrences. In no event shall the Institutiontotal coverage be less than the minimum insurance coverage specified below. Comprehensive general liability insurance with a minimum combined aggregate limit of twomillion dollars ($2,000,000.00) andasingle limit ofonemillion dollars ($1,000,000.00), Principal Investigators and all other research personnel each occurrence. The policy shall include coverage for bodily injury, death broad form property damage (including complete operations), personal injury (including coverage for contractual and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarraemployee acts), upon request. Advarra will provide at its expenseblanket contractual, sudden and accidental pollution, products, and maintain throughout completed operations. Comprehensive automobile liability insurance with a combined single limit for bodily injury and property damage of not less than one million dollars ($1,000,000.00), each occurrence, with respect to both ANew Leaf's and City of Glendale's vehicles (whether owned, hired, non-owned), assigned to or utilized in the term performance of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementMOA.

Indemnification and Insurance. Each party (a) MSL covenants and agrees that: (i) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under PSB’s articles of incorporation and bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification MSL is sought hereunder. The indemnifying party notified in writing within such period shall have continue until the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses final disposition of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEclaim. Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between MSL and the Indemnified Party. (ii) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a party’s liability claim in respect thereof is to be made against MSL under such subparagraph, notify MSL in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, MSL shall be entitled to participate therein and, to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees extent that it shall maintain at its expensewish, or cause to be maintainedassume the defense thereof, during the performance of this Agreementwith counsel reasonably satisfactory to such Indemnified Party, insurance covering the Institutionand, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence after notice from MSL to such Indemnified Party of its insurance election so to assume the defense thereof, MSL shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or self-insurance any other expenses subsequently incurred by such Indemnified Party; provided, however, if MSL elects not to Advarraassume such defense or if counsel for the Indemnified Party advises MSL in writing that there are material substantive issues that raise conflicts of interest between MSL or PSB and the Indemnified Party, upon request. Advarra will provide at its expensesuch Indemnified Party may retain counsel satisfactory to it, and maintain throughout MSL shall pay all reasonable fees and expenses of such counsel for the term Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, MSL shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (iii) If MSL or any of its successors or assigns (A) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of MSL shall assume the obligations set forth in this AgreementSection 8.7(a). (b) PSB covenants and agrees that PSB shall purchase for a period of not less than four years after the Effective Time, general past acts insurance coverage for no less than the four-year period immediately preceding the Effective Time under its (A) current directors and officers insurance policy (or comparable coverage), and (B) employment practices liability coverage insurance for each of the directors and officer and director liability coverage. Upon request, Advarra agrees to provide officers of the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementPSB Entities currently covered under comparable policies held by the PSB Entities.

Indemnification and Insurance. Each party shall indemnify, defend (a) IBKC agrees that all rights to indemnification and hold harmless all limitations of liability existing in favor of any director or officer of CMBC or any CMBC Subsidiary (the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “IndemniteeIndemnified Parties”) as provided in CMBC’s or the CMBC Subsidiary’s articles of incorporation or bylaws (including without limitation the right to the advancement of expenses) with respect to matters occurring on or prior to the Effective Date shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of six (6) years from and against the Effective Date; provided, however, that all rights to indemnification in respect of any and all costsclaim, damagessuit, liabilitiesproceeding, investigation, or expenses other action (including reasonable attorneys’ fees “Claim”) asserted or made within such period shall continue until the final disposition of such Claim; provided further, however, that nothing contained in this Section 4.4(a) shall be deemed to preclude the liquidation, consolidation or merger of CMBC or any CMBC Subsidiary, in which case all of such rights to indemnification and court costslimitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger and shall constitute rights which may be asserted against IBKC. Nothing contained in this Section 4.4(a) shall be deemed to preclude any rights to indemnification or other losses incurred by limitations on liability provided in CMBC’s or any CMBC Subsidiary’s articles of incorporation with respect to matters occurring subsequent to the IndemniteeEffective Date. (b) Any Indemnified Party wishing to claim indemnification under Section 4.4, or brought by a third party against an Indemniteeupon learning of any claim, arising from the indemnifying party’s negligenceshall notify IBKC thereof in writing as promptly as is practicable; provided, intentional misconducthowever, breach of this Agreement, or that failure to comply with applicable laws, rules, and regulationsso notify IBKC shall not relieve IBKC from any liability that would otherwise arise under this Section 4.4 except to the extent such failure prejudices IBKC. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party IBKC shall have the opportunity right to undertake assume the defense of thereof and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld liable for any expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if IBKC does not assume or delayed). If continue to pursue such defense, or counsel for the indemnifying party so assumes Indemnified Party advises in writing that issues raise conflicts of interest between IBKC and the Indemnified Party, then the Indemnified Party may retain counsel satisfactory to such Indemnified Party (and reasonably satisfactory to IBKC) at IBKC’s expense; provided, however, that (i) IBKC shall not be obligated to pay for more than one counsel for all Indemnified Parties in any jurisdiction except as may be required due to conflicts of interest; (ii) the Indemnified Parties will cooperate (to the extent reasonably appropriate under the circumstances) in the defense of any such claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection ; and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20iii) days after receipt of notice of a claim IBKC shall not be liable for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or any settlement of any such claims shall be made effected without the prior written consent of IBKC, which consent may be withheld unless such settlement is reasonable in writing light of such claims, actions, suits, proceedings or investigations against, and defenses available to, such Indemnified Party. (c) CMBC will, for total premiums not to exceed $85,000 (the “Maximum Amount”), purchase a continuation of their current directors and officers liability insurance for a coverage period of three (3) years after the Merger, provided that if the amount of the Indemnitee annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, IBKC shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an aggregate annual premium not to exceed the Maximum Amount. (which consent shall d) If IBKC or any of its successors or assigns (i) reorganizes or consolidates with or merges into or enters into another business combination transaction with any other Person or entity and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation, merger or transaction or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any Person or entity, then, and in each such case, proper provisions will be unreasonably withheld made so that such surviving corporation or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting transferee and its successors and assigns assume the foregoing, a party’s liability to the other and the sum obligations of a party’s remedies against the other will not exceed, IBKC set forth in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause obligations of IBKC under this Section 4.4 are intended to be maintainedfor the benefit of, during and enforceable against IBKC directly by, the performance Indemnified Parties and their heirs and representatives and shall be binding on all respective successors and permitted assigns of IBKC. IBKC shall pay all reasonable costs, including attorneys’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.4 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. The provisions of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section Section 4.4 shall survive any termination of this Agreementthe Effective Date.

Indemnification and Insurance. Each party 6.1 OccuLogix shall indemnify, defend and hold harmless each of AMD, Xxxxxx and the other party and its and its affiliates’ directors, officers, employees, and agents physicians providing the Medical Services (each, including the applicable partyindividually, an “Indemnitee”) from and against any and all costsactions, damagessuits, liabilitiesproceedings, or expenses liabilities and damages (including reasonable attorneys’ fees and court costsindividually, a “Claim”) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligenceprovision of the Medical Services or from the negligent acts or omissions of OccuLogix or any of its directors, intentional misconductofficers, breach of agents or employees (other than, for greater certainty, Xxxxxx) in connection with this Agreement, or failure to comply with applicable laws, rules, . AMD and regulations. The Indemnitee Xxxxxx shall give the indemnifying party OccuLogix prompt notice of any claim for or suit instituted, of which indemnification is sought hereunder. The indemnifying party it or he has knowledge, that, in any way, directly or indirectly, affects or might affect OccuLogix, and OccuLogix shall have the opportunity right to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claimparticipate, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause in the defence of the same; provided, however, that OccuLogix shall not be obligated to indemnify any Indemnitee to the extent that a Claim is judicially determined to be maintainedattributable to the gross negligence or wilful malfeasance of an Indemnitee, including, without limitation, such Indemnitee’s failure to comply with any applicable governmental requirements or its or his failure to adhere to the terms of an applicable clinical trial protocol or to carry out OccuLogix’s instructions. Such exception to OccuLogix’s obligation of indemnification shall not apply if said judicial determination provides that such gross negligence occurred as a result of such Indemnitee’s compliance with an applicable clinical trial protocol or OccuLogix’s instructions. 6.2 OccuLogix shall maintain, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability insurance or commercial liability insurance (including products liability, contractual liability and clinical testing liability) with reputable and financially secure insurance carriers to cover its clinical trial activities, with minimum limits of U.S.$2,000,000 per occurrence. Such insurance shall name AMD, Xxxxxx and the physicians providing the Medical Services as additional insureds. Such insurance shall be primary coverage and officer shall be written to cover claims incurred, discovered, manifested or made during and director liability coverage. Upon request, Advarra agrees to provide after the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination expiration of this Agreement.

Indemnification and Insurance. Each party shall indemnify(a) From and after the Effective Time, defend (i) the Continuing Corporation and Parent will fulfill and honor in all respects the obligations of the Company and its subsidiaries pursuant to the indemnification provisions in the Company's Articles of Incorporation and By-Laws existing as in effect on the date hereof with respect to the A-26 (b) From and after the Effective Time, the Continuing Corporation and Parent shall, to the fullest extent permitted under applicable law or under the Continuing Corporation's and Parent's, as the case may be, By-Laws, indemnify and hold harmless harmless, each present director, officer, employee, fiduciary and agent of the other party and Company or any of its and its affiliates’ directorssubsidiaries (collectively, officers, employees, and agents (each, including the applicable party, an “Indemnitee”"INDEMNIFIED PARTIES") from and against any and all costs, damages, liabilities, costs or expenses (including reasonable attorneys’ fees ' fees), judgments, fines, losses, claims, damages, liabilities and court costsamounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement and the Amalgamation Agreement), and to pay as incurred such legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, subject to an undertaking to repay such amounts as required by applicable law. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict of interest between the positions of any two or other losses incurred more Indemnified Parties. Any counsel retained by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure Indemnified Parties shall be reasonably satisfactory to comply with applicable laws, rules, Parent and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval Parent shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of liable for any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made effected without the prior its written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld withheld). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINher heirs and representatives and may not be amended, TO THE MAXIMUM EXTENT PERMITTED BY LAWaltered or repealed without the prior written consent of the affected Indemnified Party. (d) For a period of five years after the Effective Time, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTALParent and Dutchco will, CONSEQUENTIALor will cause the Continuing Corporation to, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s provide officers' and directors' liability insurance in respect of acts or omissions occurring on or prior to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid Effective Time covering each such person currently covered by the Institution Company's officers' and directors' liability insurance policy on terms substantially similar to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during those of such policy in effect on the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementdate hereof.

Indemnification and Insurance. Each party 11.1 PMC shall indemnifydefend, defend indemnify and hold harmless the other party VRI, Affiliates or VRI and its licensors, and its affiliates’ respective directors, officers, employeesshareholders, agents, consultants and agents employees (eachcollectively, including the applicable party, an “Indemnitee”"Indemnitees") from and against any and all costsliability, damagesloss, liabilities, or damages and expenses (including reasonable attorneys’ fees and court costs' fees) as the result of claims, demands, costs or judgments which may be made or instituted against any of the Indemnitees arising out of the manufacture, design, possession, distribution, use, testing, sale or other losses incurred disposition by or through PMC and/or Affiliates of PMC and/or licensees of either PMC or Affiliates of PMC of any Licensed Product and/or any product or process in connection with or arising out of the IndemniteePatent Rights or Licensed Know-How and/or any material provided by PMC or Affiliates of PMC under this Agreement (in each case, other than any claims, demands, costs or brought by judgments arising out of, based upon or resulting from infringement of the intellectual property rights of a third party against an Indemniteebased upon the use of polyphosphazene as a part of a mucosally delivered vaccine PMC's obligation to defend, indemnify and hold harmless shall include any and all such claims, demands, costs or judgments, including but not limited to money damages arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, alleged personal injury (including death) to any person or failure to comply with applicable laws, rules, and regulationsalleged property damage. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party PMC shall have the opportunity right to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes control the defense of any action which is to be indemnified in whole by PMC hereunder, including the right to select counsel (which shall be reasonably acceptable to VRI) to defend the Indemnitees and to settle any claim as to which the Indemnitees are fully indemnified by PMC. Notwithstanding the foregoing, PMC shall have no obligation to indemnify or hold any Indemnitee harmless with respect to any claim, demand, cost or judgment that results or is alleged to result from the willful misconduct or negligence of an Indemnitee may participate in such defense with legal counsel of nor to the Indemnitee’s selection and at extent that VRI has the expense of Indemniteeobligation to indemnify under a Supply Agreement entered into between the parties pursuant to Section 2.7. If PMC does not provide counsel to defend the indemnifying partyIndemnitees, prior VRI shall have the right to select counsel and PMC shall pay the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying partysaid counsel. No compromise The provisions of this paragraph shall survive and remain in full force and effect after any termination, expiration or settlement cancellation of any this Agreement and PMC's obligation hereunder shall apply whether or not such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementare rightfully brought.

Indemnification and Insurance. Each A. IFN shall indemnify and save FPC and its agents, contractors, successors and assigns harmless from and against, and shall reimburse FPC for all liabilities, obligations, damages, fines, penalties, claims, demands, costs, judgments and expenses, including but not limited to reasonable attorneys' fees, which may be imposed upon or incurred or paid by or asserted against FPC by reason or in connection with any negligent act or omission by IFN or any of its agents or employees or any failure by IFN to perform or comply with any of the provisions of this Agreement IFN shall further require as a condition precedent to the sublease or assignment of IFN Fibers to others that all such others agree to indemnify and save FPC harmless through incorporation of the provisions of Section 14A into its respective agreements for sublease or assignment of IFN Fibers to such others. B. FPC shall indemnify and save IFN and its AGENTS, contractors, successors and assigns harmless from and against, and shall reimburse IFN for all liabilities, obligations, damages, fines, penalties, claims, demands, costs, judgments and expenses, including but not limited to reasonable attorneys' fees, which may be imposed upon or incurred by or asserted against IFN by reason of or in connection with any negligent act or omission by FPC or any of its agents or employees or any failure by FPC to perform or comply with any of the provisions of this Agreement C. The party entitled to indemnification hereunder (the Indemnified Party) shall indemnify, defend and hold harmless notify the other party and its and its affiliates’ directorshereto (the Indemnifying Party) in writing of the liability, officersobligation, employeesdamage, and agents (eachfine, including the applicable partypenalty, an “Indemnitee”) from and against any and all costsclaim, damagesdemand, liabilities, cost judgment or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulationsexpense for which such indemnity allegedly applies. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to Indemnifying Party may undertake the defense of any such claim or action and permit the Indemnified Party to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and therein at the expense of IndemniteeIndemnified Party's CONFIDENTIAL & PROPRIETARY INFORMATION PROPERTY OF FLORIDA POWER CORPORATION own expense. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or The settlement of any such claims shall be made claim or action by an Indemnified Party without the Indemnifying Party's prior written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting delayed shall release the foregoing, a party’s liability Indemnifying Party from its obligations hereunder with respect to the such claim or action so settled. D. Notwithstanding any other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance provision of this Agreement, insurance covering neither party hereto shall be liable to the Institutionother for any special, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence indirect or consequential damages or lost profits to anyone arising out of its insurance this Agreement or self-insurance the performance or nonperformance of any activity pursuant to Advarra, upon request. Advarra will provide at its expense, and maintain throughout this Agreement even if such party has been informed of the possibility of such damages. E. Throughout the term of this Agreement, general the parties hereto shall, at their sole cost and expense, maintain Worker's Compensation Insurance in the amounts required by statute, General Liability Insurance of not less than $5,000,000 combined single limit (CSL) and Automobile Liability Insurance, which shall include all owned, non-owned, and hired VEHICLES, of not less than $1,000,000 combined single limit (CSL), with Broad Form endorsement providing blanket contractual liability coverage and officer name one another as an additional insured on the policies (excluding the Worker's Compensation policy), and director liability coverageagree to waive all rights of subrogation. Upon The parties shall furnish proof of insurance coverage to each other upon request, Advarra agrees however, this requirement shall not preclude either party from maintaining any required insurance coverage in whole or in part through self-insurance if it is the party's practice to provide the Institution with Certificates such coverage or similar coverage applicable to other aspects of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementits business through self-insurance.

Indemnification and Insurance. Each party shall 35 A. XXXXXXXXXX agrees to indemnify, defend and hold harmless the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved in writing by the Indemnitee (COUNTY, 19 of 40 THE REGENTS OF THE UNIVERSITY OF CALIFORNIA MA-042-20011445 1 which approval shall not be unreasonably unreasonable withheld and hold COUNTY, its elected and appointed officials, 2 officers, employees, agents and those special districts and agencies for which COUNTY’s Board of 3 Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any claims, 4 demands, including defense costs, or delayed)liability of any kind or nature, including but not limited to personal 5 injury or property damage, arising from or related to the services, products or other performance provided 6 by CONTRACTOR pursuant to this Agreement, but only in proportion to and to the extent such claims, 7 demands, including defense costs, or liability are caused by or result from the negligent or intentional acts 8 or omissions of CONTRACTOR, its officers, employees, or agents If judgment is entered against 9 CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active 10 negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 15 this Agreement, but only in proportion to and to the extent such claims, demands, including defense costs, or liability caused by or resulting from the negligent or intentional acts or omissions of COUNTY, its 17 officers, employees, or agents. If the indemnifying party so assumes the defense judgement is entered against COUNTY and CONTRACTOR by a court 18 of any claim, the Indemnitee may participate in such defense with legal counsel competent jurisdiction because of the Indemnitee’s selection concurrent active negligence of CONTRACTOR, COUNTY and at 19 CONTRACTOR agree that liability will be apportioned as determined by the expense of Indemniteecourt. If the indemnifying party, prior Neither party shall 20 request a jury apportionment. 21 B. Prior to the expiration provision of twenty (20) days after receipt of notice of a claim for indemnification services under this SectionAgreement, has not assumed CONTRACTOR agrees to purchase all 22 required insurance or maintain a program of self-insurance at CONTRACTOR’s expense, including all 23 endorsements required herein, necessary to satisfy COUNTY that the defense thereofinsurance provisions of this 24 Agreement have been complied with and to maintain such insurance coverage or a program of self- 25 insurance during the entire term of this Agreement. CONTRACTOR agrees to keep such insurance 26 coverage, Certificates of Insurance, and endorsements on deposit with COUNTY during the Indemnitee may thereupon undertake the defense thereof entire term 27 of this Agreement. In addition, all subcontractors performing work on behalf of, of CONTRACTOR pursuant 28 to this Agreement shall obtain insurance subject to the same terms and at the risk and expense of, the indemnifying party, with conditions as set forth herein for 29 CONTRACTOR. 30 C. CONTRACTOR shall ensure that all reasonable costs and expenses subcontractors performing work on behalf of such defense 31 CONTRACTOR pursuant to be paid by the indemnifying party. No compromise or settlement of any such claims this Agreement shall be made without covered under CONTRACTOR’s insurance as an 32 Additional Insured or maintain insurance subject to the prior consent in writing of the Indemnitee (which consent same terms and conditions as set forth herein for 33 CONTRACTOR. CONTRACTOR shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting allow subcontractors to work if subcontractors have less 34 than the foregoing, a party’s liability to the other and the sum level of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid coverage required by the Institution to Advarra COUNTY from CONTRACTOR under this Agreement. The Institution It is the 35 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance 20 of 40 THE REGENTS OF THE UNIVERSITY OF CALIFORNIA MA-042-20011445 HCA ASR 23-000239 Page 20 of 49 1 must be maintained by CONTRACTOR through the entirety of this Agreement for inspection by 2 COUNTY representative(s) at any reasonable time. 3 // 4 D. All SIRs shall be clearly stated on the COI. If CONTRACTOR is self-insured, CONTRACTOR, 5 in addition to, and without limitation of, any other indemnity provision(s) in this Agreement, agrees that it shall maintain at to all 6 of the following: 7 1. In addition to the duty to indemnify and hold the COUNTY harmless against any and all 8 liability, claim, demand or suit resulting from CONTRACTOR’s, its expenseagents, employee’s or cause to be maintained, during the 9 subcontractor’s performance of this Agreement, insurance covering CONTRACTOR shall defend the InstitutionCOUNTY at its sole 10 cost and expense with counsel approved by Board of Supervisors against same; which shall not be 11 unreasonable withheld; and 12 2. XXXXXXXXXX’s duty to defend, Principal Investigators as stated above, shall be absolute and irrespective of any 13 duty to indemnify or hold harmless; and 14 3. The provisions of California Civil Code Section 2860 shall apply to any and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance actions to Advarra, upon request. Advarra will provide at its expensewhich the duty to defend stated above applies, and maintain throughout the term of this Agreement, general liability coverage CONTRACTOR’s SIR provision shall be interpreted as though the CONTRACTOR was an insurer and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementCOUNTY was the insured.

Indemnification and Insurance. Each party 5.1 Sublicensor shall indemnifydefend Sublicensee by counsel reasonably acceptable to Sublicensee, defend indemnify and hold Sublicensee harmless from and against (a) any and all claims relating to the other party and its and its affiliates’ directorsbreach of this Agreement, officersor any agreements annexed as exhibits thereto, employeesby Sublicensor or Master Licensor, including, without limitation, in connection with any claims asserted by third parties, and agents (eachb) any and all claims instituted against Sublicensee by a third party in which it is alleged that the use of the Trademark in accordance with this Agreement, infringes the trademark rights of a third party in any country as to which Master Licensor possesses a registration of the Trademark covering the Sublicensed Products in International Class 3 for the particular Trademark at issue, only where such alleged infringement occurred after the issuance of the aforesaid trademark registration in the subject country, for the particular Trademark at issue. (For example, if a registration has issued in Class 3 in Country A for the Trademark FB and design, but no registration has issued in Country A for the Trademark FUBU, and there is a claim that Sublicensee's use of the Trademark FUBU in Country A has infringed a third party's rights, no indemnification pursuant to this paragraph 5.1 shall be required since no registration for the Trademark FUBU (the subject of the infringement claim), was in effect prior to Sublicensee's use thereof in Country A. The obligations arising from clause (b) of the preceding sentence do not pertain to the use of any styles, designs, ornamentation or other items, separate and apart from the use of the Trademark itself. For any matter indemnifiable hereunder, Sublicensor shall indemnify Sublicensee against all out-of-pocket losses, including the applicable partypayment of any and all claims, an “Indemnitee”damages (but excluding consequential damages and lost profits), expenses (including reasonable attorneys' fees and disbursements), cost, liabilities, settlements, fines or judgments actually suffered by Sublicensee. This indemnity shall be paid within thirty days after the submission of a statement to Sublicensor of the amount due to Sublicensee. Statements may be rendered "on account" for ongoing indemnifiable expenses such as attorneys' fees. Sublicensee shall give Sublicensor prompt written notice of any claim that Sublicensee's use of the Trademark violates the rights of another. Sublicensee shall give Sublicensor full control over the defense against such claim, including, but not limited to, the right to choose Sublicensee's attorneys, subject to same being reasonably acceptable to Sublicensee, direct their conduct and Sublicensee's conduct, and to settle any such claims, provided Sublicensee receives a general release as a result of any such settlement. 5.2 Sublicensor shall not indemnify Sublicensee in respect of legal expenses Sublicensee incurs in any action undertaken by Sublicensee against a third party who Sublicensee claims is or will be infringing the Trademark in the Territory, unless and until Sublicensor, in writing, (a) authorizes Sublicensee to institute the particular action and (b) authorizes indemnification of Sublicensee's legal expenses incurred thereunder. Sublicensee shall not institute any such action against a third party without the prior written consent of Sublicensor, which consent may be approved or denied in Sublicensor's sole and absolute discretion. However, in the event Sublicensor or Master Licensor takes legal action against any person or entity selling Sublicensed Products infringing the Trademark, after Sublicensee has requested Sublicensor to take action against such infringer, Sublicensee shall pay Sublicensor, within ten (10) days after a receipt of a statement therefor, a sum equal to fifty (50%) percent of the costs and expenses of any such action (including reasonable attorneys' fees and investigation costs) and receive fifty (50%) percent of any damages collected by Sublicensor or Master Licensor by way of judgment or settlement as a result of such legal action. 5.3 Sublicensee shall defend Sublicensor and Master Licensor, by counsel reasonably acceptable to Sublicensor and Master Licensor, and indemnify and hold Sublicensor and Master Licensor harmless from and against (a) any and all actions, claims and proceedings, whether groundless or not, which may be instituted against Sublicensor or Master Licensor by a third party arising out of any act, omission or conduct of Sublicensee, its agents or employees, or distributors relating to Sublicensee's performance or implementation of this Agreement, including without limitation, out of the manufacture, offer, sale, advertising or promotion of the Sublicensed Products made by or for Sublicensee and (b) any and all claims and actions relating to the breach of this Agreement, and/or any exhibits thereto, by Sublicensee and/or its distributors. For any matter indemnifiable hereunder, Sublicensee shall hold Sublicensor and Master Licensor harmless from and against all claims, damages (excluding consequential damages and lost profits), expenses (including reasonable attorneys' fees and disbursements), costs, liabilities, settlements, fines or judgments relating to the above. This indemnity does not extend to claims that Sublicensee's use of the Trademark in connection with the Sublicensed Products, as authorized and approved hereunder, violates the rights of another. This indemnity shall be paid within thirty (30) days after the submission of a statement to Sublicensee of the amount due to Sublicensor, or its payees. Statements may be rendered "on account" for ongoing indemnifiable expenses such as attorneys' fees. The amount of Sublicensee's product liability insurance specified in paragraph 5.4 below shall not, in any respect, limit the amount of Sublicensee's indemnity obligations pursuant to this paragraph 5.3 or paragraph 5.5 below. Sublicensee shall give Sublicensee full control over the defense against such claim, including, but not limited to, the right to choose Sublicensor's attorneys, subject to same being reasonably acceptable to Sublicensor, direct their conduct and Sublicensor's conduct, and to settle any such claims, provided Sublicensor receives a general release as a result of any such settlement. Notwithstanding anything contained above, if any matter indemnified above relates to the Trademark, Sublicensee may not direct counsel or Sublicensor's conduct in any action relating thereto. 5.4 Sublicensee shall obtain and maintain during the Initial Term and for at least two (2) years thereafter, at its own cost and expense, product liability insurance covering all Sublicensed Products marketed under the Trademark in the amount of $3,000,000.00 single limit, with Sublicensor and Master Licensor named as additional named insureds under the said policy of insurance. The terms of such policy shall provide that it may not be canceled except on thirty (30) days prior written notice to Sublicensor. Sublicensee shall cause a certificate of insurance to be issued to Sublicensor within thirty (30) days after this Agreement is executed and shall instruct its insurer to notify Sublicensor of any actual, threatened or prospective cancellation, termination or modification of such policy. Sublicensee shall promptly reimburse Sublicensor for any premiums and other expenses that Sublicensor incurs in order to obtain or maintain such insurance because of Sublicensee's failure to do so. Such reimbursements shall not, however, cure or excuse Sublicensee's default in obtaining or maintaining such insurance. In addition to, but not in limitation of, the aforesaid product liability policy, if Sublicensee runs or sponsors a special event, or including, without limitation, parties in which the Trademark is used or mentioned, Sublicensee shall obtain and maintain special event liability coverage in the amount of Ten Million ($10,000,000.00) Dollars, naming Sublicensor and Master Licensor as additional insureds. Sublicensee shall, before any such event is held, provide Sublicensor with a certificate of insurance therefor. 5.5 Sublicensee shall indemnify and hold Sublicensor and Master Licensor harmless from and against any and all costsclaims, damagesdamages (including, liabilitieswithout limitation, or for loss of royalties and damage to the Trademark), costs and expenses (including reasonable attorneys’ ' fees and court costsexpenses) incurred by Sublicensor or Master Licensor as a result of (a) the manufacture or sale by any of Sublicensee's contractors of any counterfeit merchandise bearing the Trademark or (b) the contractor's sale of Sublicensed Products to person or entities other than Sublicensee, where Sublicensee has placed any order with a contractor after it has actual knowledge such contractor has engaged in any conduct specified in clause (a) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20b) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementabove.

Indemnification and Insurance. Each party shall a. Interpharm will indemnify, defend and hold harmless the other party URL/Mutual and its and its affiliates’ directors, officers, employees, directors and agents (each, including the applicable party, an “Indemnitee”) from and employees against any and all costsloss, damagesdamage, liabilitiesaction, suit, claim, demand, prosecution, liability or expenses (expense including reasonable attorneys’ attorney's fees and court costscosts (all referred to hereinafter as a "Claim") that may be brought, instituted or other losses arise against or be incurred by the IndemniteeURL/Mutual (including, without limitation, product liability Claims) if such Claim is made or brought instituted by a third party against an Indemnitee, arising from and it arises out of: (i) Interpharm's negligence or willful misconduct in connection with this Agreement; (ii) Interpharm's failure to manufacture and supply the indemnifying party’s negligence, intentional misconduct, Products in accordance with this Agreement; (iii) the failure of any Product to comply with the representations and warranties in this Agreement; or (iv) any other breach by Interpharm of this Agreement. If any Product is recalled from the market, then the foregoing indemnity shall include all of the expenses attendant thereto to the extent that the cause of such recall was the failure of any lot or failure batch of the Products to comply with applicable lawsthe representations and warranties in this Agreement, rulesincluding hut not limited to URL/Mutual's full cost of the recalled Products based on URL/Mutual's standard cost system and determined out of pocket costs in connection with the recall, including direct expenses (such as labor and handling to process the recall) and indirect expenses passed through by customers (such as handling, freight, administration, penalties, and regulationsother incidental expenses of the recall). The Indemnitee foregoing shall give apply to any settlement of a Claim provided Interpharm consents to the indemnifying party prompt notice terms of such settlement, however, such consent shall not unreasonably be withheld in the event the nature of any claim for which indemnification Claim is sought hereunder. The indemnifying party shall have such that Interpharm is not wholly responsible, under the opportunity to undertake the defense terms of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has and in the event the parties cannot assumed agree as to culpability, thereafter resulting in litigation of such Claim, then in such event Interpharm's obligations to indemnify and hold URL/Mutual harmless under the defense thereofterms of this Section shall be limited to the percent of Interpharm's culpability, as compared with the Indemnitee may thereupon undertake percent of URL/Mutual's culpability, as determined by the defense thereof on behalf ofcourt. b. Interpharm will carry product liability insurance of at least $3 million in the aggregate with an insurance carrier reasonably acceptable to URL/Mutual, and at Interpharm will name URL/Mutual as an additional insured under the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying partypolicy. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall The policy will provide that it will not be unreasonably withheld canceled or delayed)modified without giving URL/Mutual 30 days prior written notice. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting Interpharm will deliver to URL/Mutual a certificate of insurance for the foregoing, a party’s liability to policy within 30 days after the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination execution of this Agreement.

Indemnification and Insurance. Each party A. Liability - The parties agree to allocate potential liability between themselves with the intent that SDCCD shall indemnify, defend generally be responsible for the acts and hold harmless omission of its own employees and SDUSD shall generally be responsible for the other party acts and omissions of its and its affiliates’ directors, officers, own employees, as specifically set forth below in Section B., Mutual Indemnification. B. Mutual Indemnification - In lieu of and agents (each, including notwithstanding the applicable party, an “Indemnitee”) from and against any and all costs, damages, liabilitiespro rata risk allocation which might otherwise be imposed between the parties pursuant to Government Code Section 895.6, or expenses (including reasonable attorneys’ fees and court costs) any other statute, regulation or other losses incurred by rule that may otherwise affect the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach terms of this Agreement, the parties agree that all losses or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying liabilities incurred by a party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld shared pro rata, but instead the SDCCD and SDUSD agree to the following: 1. Claims Arising from Sole Acts or delayed)Omission of SDCCD - The SDCCD agrees to defend and indemnify the SDUSD, its agents, officers and employees from any claim, action or proceeding against SDUSD, arising solely out of the acts or omissions of the SDCCD in the performance of this Agreement. If the indemnifying party so assumes At its sole discretion, SDUSD may participate at its own expenses in the defense of any claim, action or proceeding, but such participation shall not relieve the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement SDCCD of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid obligation imposed by the Institution to Advarra under this Agreement. The Institution SDUSD shall notify the SDCCD promptly of any claim, action or proceeding and cooperate fully in its defense. 2. Claims Arising from the Sole Acts or Omissions of SDUSD - SDUSD agrees that it shall maintain at to defend and indemnify the SDCCD, its expenseagents, officers and employees from any claim, action or cause to be maintainedproceeding against SDCCD, during arising solely out of the acts or omissions of the SDUSD in the performance of this Agreement. At its sole discretion, SDCCD may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the SDUSD of any obligation imposed by this Agreement. SDCCD shall notify SDUSD promptly of any claim, action or proceeding and cooperate fully in the defense. 3. Claims Arising from Concurrent Acts or Omissions - SDCCD agrees to defend itself and the SDUSD agrees to defend itself, from any Contract #: SV21-0276-92 claim, action or proceeding arising out of the concurrent action or omissions of SDCCD and SDUSD. In such cases, SDCCD and SDUSD agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs except as provided in the paragraph below. 4. Joint Defense - Notwithstanding paragraph above, in a case where SDCCD and SDUSD agree in writing to a joint defense, SDCCD and SDUSD may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omission of SDUSD and SDCCD. Joint defense counsel shall be selected by mutual agreement of the SDCCD and SDUSD. SDCCD and SDUSD agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in paragraph 5 below. SDCCD and SDUSD further agree that neither party may bind the other to a settlement agreement without the written consent of both SDCCD and SDUSD. 5. Reimbursement and /or Reallocation - Where a trial verdict, or neutral third party in an arbitration award allocates or determines the comparative fault of the parties, SDCCD and SDUSD may seek reimbursement and /or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. C. Insurance - Without limiting the indemnification, each party shall maintain or cause to be maintained the following insurance covering the Institution, Principal Investigators coverage: 1. A policy of commercial general liability with limits of liability not less than one million dollars ($1,000,000) per occurrence and all two million dollars ($2,000,000) annual aggregate; 2. A policy of workers’ compensation providingstatutory coverage; 3. A policy of professional errors and omissions liability with limits of liability not less than one million dollars ($1,000,000) per occurrence/aggregate; and 4. Such other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance as shall be necessary to Advarra, upon requestinsure it against any claim or claims for damages arising under this Agreement. Advarra will Insurance afforded by the commercial general liability policy shall be endorsed to provide at its expense, and maintain throughout coverage to the term other party as an additional insured. A Certificate of Insurance certifying that Contract #: SV21-0276-92 coverage as required herein has been obtained shall be provided to the other party. The requirements of this Agreement, general liability section may be satisfied by the provision of similar coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementthrough a self-insurance program.

Indemnification and Insurance. Each party (a) To the greatest extent permitted by applicable law, LP shall indemnify, defend and hold harmless the other party Vaccinex and its and its affiliates’ directors, officers, members, managers, employees, independent contractors and agents (each, including the applicable partya “Vaccinex Indemnified Party”), an “Indemnitee”) from and against any and all costslosses, damages, liabilities, or reasonable attorney fees, court costs and expenses (including reasonable attorneys’ fees and court costscollectively “Vaccinex Losses”) or other losses incurred by the Indemnitee, or brought asserted against a Vaccinex Indemnified Party by a third party against an Indemniteebased on (i) the negligence or willful misconduct of LP in connection with its performance hereunder or (ii) the breach by LP of any of its representations, arising from the indemnifying party’s negligence, intentional misconduct, breach of warranties or covenants set forth in this Agreement, except in each instance to the extent such Vaccinex Losses are determined to have resulted from the gross negligence or failure intentional misconduct of a Vaccinex Indemnified Party. Notwithstanding the foregoing, LP shall not be obligated to comply indemnify, defend or hold harmless a Vaccinex Indemnified Party from and against Vaccinex Losses if the Vaccinex Losses result from or arise out of claims made by an employee or affiliate of Vaccinex. (b) To the greatest extent permitted by applicable law, Vaccinex shall indemnify, defend and hold harmless LP and its directors, officers, members, managers, employees, independent contractors and agents (each, an “LP Indemnified Party”), from and against any and all losses, damages, liabilities, reasonable attorney fees, court costs and expenses (collectively “LP Losses”) asserted against an LP Indemnified Party by a third party based on (i) the negligence or willful misconduct of Vaccinex in connection with applicable lawsits performance hereunder or (ii) the breach by Vaccinex of any of its representations, ruleswarranties or covenants set forth in this Agreement, except in each instance to the extent such LP Losses are determined to have resulted from the gross negligence or intentional misconduct of an LP Indemnified Party. Notwithstanding the foregoing, Vaccinex shall not be obligated to indemnify, defend or hold harmless an LP Indemnified Party from and regulationsagainst LP Losses if the LP Losses result from or arise out of claims made by a partner, employee or affiliate of LP, including, for the avoidance of doubt, any claims made by direct or indirect investors in LP or its partners. (c) Without limiting the obligations of Vaccinex under Section 4(e), during the Term, the indicated party or parties shall have and maintain the following insurance coverages in a commercially reasonable amount: (1) Professional Liability for Vaccinex; (2) Clinical Trials and/or Product Liability for LP; and (3) General Liability for each party. All insurance amounts may be obtained by full, individual primary policy amount; a primary amount of less than the minimum requirement enhanced by a blanket excess umbrella policy; or a combination of either. Each party shall upon request provide the other party with a copy of its policies of insurance or a certificate of insurance, along with any endorsements, schedules or riders thereto. The Indemnitee insured party shall give provide the indemnifying other party prompt with at least thirty (30) days prior written notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise material change, cancellation or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel expiration of the Indemnitee’s selection and at the expense above-required insurance. Each party will also use its commercially reasonable efforts to effect such policies of Indemnitee. If the indemnifying party, prior insurance to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies waive subrogation rights against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution party to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. Each party A. The Institution shall indemnify, defend defend, and hold harmless Sponsor and its officers, directors, employees and agents (collectively "Sponsor Indemnitees") against and from any and all claims, actions, suits, proceedings and investigations (“Claims”) arising out of, or in connection with, the Clinical Trial, but only in proportion to and to the extent that such Claims are due or claimed to be due to the negligent acts or omissions of Institution, its officers, employees or agents. Sponsor Indemnitees shall: (i) promptly notify the Institution of any Claims for which such Sponsor Indemnitees may seek indemnification hereunder, (ii) permit the Institution to conduct and exercise sole control of the defense (including all decisions relative to litigation, appeal or settlement) thereof, and (iii) fully cooperate and assist the Institution in such defense, at the Institution’s expense; provided, however, that the Institution shall not settle such Claims which admits fault or wrongdoing on the part of any of the Sponsor Indemnitees without obtaining the Sponsor Indemnitees’ prior written consent, which will not be unreasonably withheld. B. The Sponsor shall indemnify, defend, and hold harmless the other party and Institution, its and its affiliates’ directors, officers, employees, agents and agents employees (each, including the applicable party, an collectively “IndemniteeInstitution Indemnitees”) against and from and against any and all costsclaims, damagesactions, liabilitiessuits, proceedings and investigations (“Claims”) arising our of, or expenses in connection with, the Clinical Trial, but only in proportion to and to the extent that such Claims are due or claimed to be due to the negligent acts or omissions of Sponsor, its officers, directors, employees or agents. The Institution Indemnitees shall: (i) promptly notify the Sponsor of any Claim for which such Institution Indemnitee may seek indemnification hereunder, (ii) permit the Sponsor to conduct and exercise sole control of the defense (including reasonable attorneys’ fees and court costsall decisions relative to litigation, appeal or settlement) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rulesthereof, and regulations. The Indemnitee (iii) fully cooperate and assist the Sponsor in such defense, at the Sponsor’s expense; provided, however, that the Sponsor shall give not settle such Claim which admits fault or wrongdoing on the indemnifying party prompt notice part of any claim for of the Institution Indemnitees without obtaining the Institution Indemnitees’ prior written consent, which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall will not be unreasonably withheld or delayed). If the indemnifying withheld. C. Each party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees certifies that it shall maintain at its expense, maintains a policy or cause to be maintained, during the performance program of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance at levels sufficient to Advarra, upon request. Advarra will provide at its expense, and maintain throughout support the term of this Agreement, general liability coverage and officer and director liability coverageindemnification obligations assumed herein. Upon request, Advarra agrees evidence of a party’s insurance or self-insurance shall be provided to the other party. Unless a party is self-insured, it shall name the other party as an additional insured party under its insurance policies and shall provide notice to the Institution with Certificates other party within thirty (30) days of Insurance demonstrating this any change in or cancellation of its coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. Each party (a) Tenant shall indemnify, defend and hold harmless the other party Landlord, Landlord’s mortgagee and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) Landlord’s managing agent from and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees attorney fees), liabilities, losses, damages, suits, actions, fines, penalties, claims or demands of any kind and court costs) asserted by or other losses incurred by the Indemnitee, on behalf of any person or brought by a third party against an Indemniteegovernmental authority, arising from out of (1) any failure by Tenant to perform any of the indemnifying party’s negligenceagreements, intentional misconductterms, breach covenants or conditions of this AgreementLease required to be performed by Tenant, or (2) any failure by Tenant to comply with applicable lawsany statutes, rulesordinances, regulations or orders of any governmental authority, or (3) any accident, bodily injury (including death resulting therefrom), or damage to or loss or theft of property, which shall occur in or about the Premises or otherwise arising out of Tenant’s use of the Premises, except to the extent due to the gross negligence or willful misconduct of Landlord. The indemnities contained in this paragraph shall survive the expiration or earlier termination of this Lease. (b) Landlord shall indemnify, defend and hold harmless Tenant from and against any and all costs, expenses (including reasonable attorney fees), liabilities, losses, damages, suits, actions, fines, penalties, claims or demands of any kind and asserted by or on behalf of any person or governmental authority, arising out of (1) any failure by Landlord to perform any of the agreements, terms, covenants or conditions of this Lease required to be performed by Tenant, or (2) the gross negligence or willful misconduct of Landlord, provided that Landlord’s indemnification obligations shall not extend to loss of business, loss of profits or other consequential damages. The indemnities contained in this paragraph shall survive the expiration or earlier termination of this Lease. (c) During the Term of this Lease and any renewal thereof, Tenant shall obtain and promptly pay all premiums for Commercial General Liability Insurance with broad form extended coverage, including Contractual Liability, covering claims for bodily injury (including death resulting therefrom) and loss or damage to property occurring upon, in or about the Premises, with a minimum combined single limit of at least $3,000,000. All such policies and renewals thereof shall name Landlord, Landlord’s mortgagee and Landlord’s managing agent as additional insureds. All policies of insurance shall provide (1) that no material change or cancellation of said policies shall be made without at least thirty (30) days prior written notice to Landlord and Tenant, and regulations(2) that any loss shall be payable notwithstanding any act or negligence of Tenant or Landlord which might otherwise result in the forfeiture of said insurance. The Indemnitee shall give On or before the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel Commencement Date of the Indemnitee’s selection Term of this Lease, and at the expense of Indemnitee. If the indemnifying party, thereafter not less than thirty (30) days prior to the expiration dates of twenty (20) days after receipt said policy or policies, Tenant shall furnish Landlord with renewal certificates of notice the policies of a claim for indemnification insurance required under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying partyparagraph. No compromise or settlement of any such claims Tenant’s insurance policies shall be made without issued by insurance companies authorized to do business in the prior consent State of Delaware with a financial rating of at least A as rated in writing the most recent edition of Best’s Insurance Reports and have been in business for the Indemnitee past ten (which consent shall not 10) years. The aforesaid insurance limits may be unreasonably withheld reasonably increased by Landlord from time to time during the Term of this Lease. (d) Tenant and Landlord, respectively, hereby release each other from any and all liability or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability responsibility to the other for all claims of anyone claiming by, through or under them by way of subrogation or otherwise for any loss or damage to property owned by Landlord and Tenant respectively in the sum of a Premises and covered by insurance maintained by the other party. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s remedies rights to recovery under subrogation or otherwise against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementparty.

Indemnification and Insurance. Each party 8.1 NSL shall indemnifydefend, defend indemnify and hold harmless the other party and Mach One, its and its affiliates’ directors, officers, employeesagents, employees and agents (eachAffiliates from any loss, including the applicable partyclaim, an “Indemnitee”) from and against any and all costsaction, damagesdamage, liabilities, expense or expenses liability (including reasonable defense costs and attorneys’ fees ' fees) ("CLAIM") including, but not limited to, the costs for environmental sampling, cleanup and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemniteeremediation, arising from the indemnifying party’s negligence, intentional misconduct, breach out of Mach One's disposal of NSL's Waste in accordance with this Agreement, or the breach of any representation or warranty made by NSL herein or the handling, possession or use of the Product following delivery to a common carrier, except to the extent that the Claim is based on, arises out of, or is due to the negligence or misconduct of, or breach of this Agreement by, Mach One or its officers, agents, employees or Affiliates. 8.2 Mach One shall defend, indemnify and hold harmless NSL, its officers, agents, employees and Affiliates from any Claim, including, but not limited to, the costs for environmental sampling, cleanup and remediation, arising out of or related to the breach of any representation or warranty made by Mach One herein, Mach One's negligence or misconduct, or the failure to comply Process the Product in accordance with applicable lawsthe Specifications, rulesexcept to the extent that the Claim is based on, and regulationsarises out of, or is due to the negligence or misconduct of, or breach of this Agreement by, NSL or its officers, agents, employees or Affiliates. 8.3 In any case under this Agreement where one Party has indemnified the other against any Claim or legal action, indemnification shall be conditioned on compliance with the procedure outlined below. The Indemnitee shall give the indemnifying party Provided that prompt notice is given of any claim Claim or suit for which indemnification is sought hereundermight be claimed, the indemnifying Party will defend, contest or otherwise protect any such Claim or suit at its own cost and expense. The indemnified Party may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party Party shall have the opportunity be entitled to undertake control the defense of and unless the indemnified Party has relieved the indemnifying Party from liability with respect to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed)particular Claim. If the indemnifying party so assumes Party fails to timely defend, contest or otherwise protect against any such Claim or suit, the indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the indemnifying Party, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such Claim or suit or the compromise or settlement thereof; provided, however, that if the indemnifying Party undertakes the timely defense of such Claim or suit, the indemnified Party shall not be entitled to recover from the indemnifying Party for its costs incurred in the defense thereof. The indemnified Party shall cooperate and provide such assistance as the indemnifying Party may reasonably request in connection with the defense of the matter subject to indemnification. 8.4 NSL and Mach One each represent that they are sufficiently self-insured or insured against any claimliability arising under this Article VIII, that each will name the Indemnitee may participate other as an additional named insured on all policies of insurance, and that each will provide the other with a certificate of insurance in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior amounts reasonably satisfactory to the expiration of twenty other, such certificate evidencing coverage amounts and providing that coverage not cancellable without at least thirty (2030) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementday advance written notice.

Indemnification and Insurance. Each party 3.1 To the maximum extent permitted by law, Customer shall indemnify, defend and hold harmless the other party Convergint and its and its affiliates’ directors, officers, employees, and agents all Convergint Related Parties (each, including the applicable party, an “IndemniteeIndemnified Party”) from and against any and all costssuits, lawsuits, claims, demands, actions, causes of action, proceedings, investigations, subpoenas (all of the foregoing, “Indemnifiable Matters”), which may be asserted against or incurred by an Indemnified Party by or due to any person or entity (whether or not a party to the Principal Agreements), including, without limitation, Customer’s insurance or bonding company, for all liabilities, damages, liabilitieslosses, or expenses (judgments, costs, awards, fines, fees, penalties and expenses, including reasonable attorneys’ fees in connection with all Indemnifiable Matters, including, but not limited to, statutory civil damages, personal injury, death and/or property damage, real or personal (individually and court costscollectively, “Liabilities”) based upon, arising out of or other losses incurred by relating to the IndemniteeSystems or Services. Indemnifiable Matters shall be indemnifiable whether due to the sole, joint or brought several negligence (including gross negligence) of an Indemnified Party, breach of contract, breach of warranty, express or implied, product liability (including strict liability) and/or any claim for contribution or indemnification, and whether in contract, tort, equity or otherwise. Notwithstanding the foregoing, Customer and Convergint agree that Liabilities suffered by a third party against (other than an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach Affiliate of this Agreement, or failure Convergint) which are an element of loss subject to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Sectionparagraph shall be deemed direct damages. Any wavier of damages or limitation of liability contained in the Principal Agreements and as modified herein shall not apply to Customer’s indemnification, has not assumed the hold harmless and defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf ofobligations herein, and at Convergint’s indemnification, defense, and hold harmless obligations (if any) under the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying partyPrincipal Agreements do not apply whatsoever. No compromise or settlement of any such claims Version 5.2 3.2 Customer shall be made without solely responsible for obtaining the prior consent in writing insurance that Customer desires to cover (a) any risk or loss that may arise from or relate to the use of the Indemnitee Systems or Services by Customer and (which consent shall not be unreasonably withheld b) personal injury, including death, and real or delayed)personal property loss or damage in, about, on, or to the Customer premises where the Systems or Services are provided. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES CUSTOMER ON CUSTOMER’S BEHALF AND ON BEHALF OF ANY KINDINSURANCE CARRIER WAIVES ALL RIGHTS OF SUBROGATION THAT CUSTOMER’S INSURANCE CARRIER MAY OTHERWISE HAVE AGAINST CONVERGINT AND ALL CONVERGINT RELATED PARTIES ARISING OUT OF THIS ADDENDUM, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH THE RELATION OF ANY WARRANTY THE PARTIES HERETO OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementINDEMNIFIABLE MATTER.

Indemnification and Insurance. 9.1 Each party (the "Indemnifying Party") shall indemnifydefend, defend indemnify and hold harmless the other party (the "Indemnified Party") and its respective employees and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) representatives from and against any all liability, loss, damage and all costsexpense, damages, liabilities, or expenses (including reasonable attorneys’ fees attorney's fees) actions and court costsclaims for injury and/or death to persons and damage to property arising out of the negligent or wrongful acts or omissions of the Indemnifying Party, but only to the extent that such injury or damage is attributable to the Indemnifying Party's negligent or wrongful acts or omissions. 9.2 In the event that an Indemnified Party is subject to any indemnifiable action or claim in accordance with Section 9.1, the procedures for indemnification in Article VI of the Distribution Agreement dated December __, 1997 between CPC and CPI (the "Distribution Agreement") shall apply. 9.3 Suppliers and Purchasers shall procure and maintain, at their respective costs and expenses, for so long as this Agreement is in effect, occurrence based commercial general liability insurance and automobile liability insurance coverage. The policies, including excess policies, shall have limits of not less than $25,000,000 per occurrence and $25,000,000 in the aggregate (combined single limit) for each policy year and shall be obtained from insurers rated A- or other losses incurred better by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rulesA.M. Best Company, and regulationswith a financial size category of VIII or larger. The Indemnitee policies shall give be endorsed to name the indemnifying party prompt notice Indemnified Party as an additional insured with respect to liabilities arising out of the foregoing indemnification agreements and shall provide that the insurance of the Indemnifying Party will be primary to any claim for which indemnification is sought hereunderother insurance of the additional insured. The indemnifying party shall have the opportunity to undertake the defense of Purchasers and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval Suppliers agree that their respective insurers shall not be unreasonably withheld or delayed). If subrogated to the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel rights of the Indemnitee’s selection Indemnified Party against the Indemnifying Party with respect to any claim arising under this Agreement and at the expense neither party shall assign any such right of Indemniteesubrogation to their insurers. If the indemnifying party, prior In addition to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Sectionforegoing insurance, has not assumed the defense thereofSuppliers and Purchasers shall procure and maintain, the Indemnitee at their respective cost and expense, any additional insurance as may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid required by the indemnifying partyApplicable Laws. No compromise or settlement of any such claims Each party shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability deliver to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverageand endorsements evidencing the issuance of the required coverage and stating that the policies are in effect and that such policies will not be canceled or non-renewed without 30 days' prior written notice to the additional insured. This section In the event of a claim, copies of the policies shall survive any termination of this Agreementbe supplied to the party claiming indemnification upon request.

Indemnification and Insurance. Each party shall indemnify, defend (the “Indemnifying Party”) hereby indemnifies and hold holds harmless the other party and its and its affiliates’ directorsrespective trustees, officers, employees, agents, representatives and agents students (each, including the applicable party, each an “Indemnitee”) from and against any and all costslosses, damages, liabilities, or penalties, costs and expenses (including reasonable attorneys’ fees and court costsfees) of any kind or nature for any claim, demand, action, suit, prosecution or proceeding including but not limited to any claim based on personal or bodily injury (including death) or other losses incurred property loss or damage, caused by, resulting from, arising out of, or occurring in connection with: (i) the negligent acts or omissions of the Indemnifying Party, its agents, servants, or employees and (ii) the breach of any applicable law or any representation, warranty or term in this Agreement by the Indemnitee, its agents, servants or brought by a third party against an Indemniteeemployees. Any liability or obligation incurred under this section prior to any termination, arising from the indemnifying party’s negligenceexpiration or cancellation of this Agreement will survive such termination, intentional misconduct, breach expiration or cancellation of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give will provide the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section Indemnifying Party with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed section. In the event the Indemnifying Party fails to prosecute and conduct the defense thereofdiligently and in good faith, the Indemnitee may thereupon undertake take any and all actions at the defense thereof on behalf ofIndemnifying Party’s expense that it deems necessary or desirable to preserve its rights with respect to such claim, including the right (but not the obligation) to engage counsel and defend, compromise or settle such claim, without waiving or otherwise limiting its rights under this section. The Indemnifying Party will consult with the Indemnitee and at all times keep the risk and expense ofIndemnitee informed of all material matters relating to its indemnification of that Indemnitee, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No including compromise or settlement of any claim. The Indemnitee will be entitled to participate in any litigation and/or negotiations relating to any compromise or settlement with counsel of its own choice. The Indemnifying Party will not agree to any compromise or settlement of any third-party claim, or permit a default or consent to entry of any judgment in respect of such claims shall be made claim, without the Indemnitee’s prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementwritten consent.

Indemnification and Insurance. Each party (a) For a period of three (3) years from and after the Effective Time, Parent and the Surviving Corporation shall indemnify, defend and hold harmless to the other party fullest extent permitted under applicable law, which law shall be reflected in the Certificate of Incorporation and its and its affiliates’ directorsBylaws (as amended or restated, officers, employeesas the case may be) of Pac Rim, and agents any indemnification agreement among Pac Rim, its Subsidiaries and their respective officers and directors (eachwhether current or former) (such Certificate of Incorporation, including Bylaws and indemnification agreements, collectively, the applicable party"Indemnification Documents") and each person who is now, or has been at any time prior to the date hereof, an “Indemnitee”officer or director of Pac Rim (or any Subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses to which they are indemnified under the Indemnification Documents, whether commenced, asserted or claimed before or after the Effective Time and including, without limitation, liabilities arising under the Securities Act of 1933, the Exchange Act and state corporation laws in connection with the Merger. In the event of any indemnifiable claim, action, suit, proceeding or investigation, the Indemnified Party shall promptly notify the Surviving Corporation thereof (the failure to give notice, however, shall not relieve the Surviving Corporation of its duty to indemnify the Indemnified Party unless the failure to give notice causes the Surviving Corporation to be unable to assume the defense of such claim, action, suit, proceeding or investigation reasonably promptly or otherwise prejudices the Surviving Corporation). Upon receipt of notice (i) from the Surviving Corporation shall have the right to assume the defense thereof and against shall not be liable to such Indemnified Party for any and all costs, damages, liabilities, legal expenses of other counsel or any other expenses (including reasonable attorneys’ fees and court costs) or other losses subsequently incurred by the IndemniteeIndemnified Party in connection with the defense thereof, except that if the Surviving Corporation elects not to assume the defense thereof or counsel for the Indemnified Party advises in writing that there are issues which raise conflicts of interest between Parent or Surviving Corporation and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to it, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party; provided, however, that in no event shall the Surviving Corporation be required to pay fees and expenses, including disbursements or other charges, for more than one firm of attorneys in any one legal action or group of related legal actions unless (A) counsel for the Indemnified Party advises that there is a conflict of interest that requires more than one firm of attorneys, or brought by a third party against an Indemnitee(B) local counsel of record is needed in any jurisdiction in which any such action is pending, arising from (ii) the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, Surviving Corporation and regulations. The Indemnitee the Indemnified Party shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes cooperate in the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf ofmatter, and at (iii) the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to Surviving Corporation shall not be paid by the indemnifying party. No compromise or liable for any settlement of any such claims shall be made effected without the its prior written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayedwithheld). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN; and provided, TO THE MAXIMUM EXTENT PERMITTED BY LAWfurther, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting that the foregoing, a party’s liability Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and to the other extent a court of competent jurisdiction ultimately determines, and such determination shall have become final, that the sum indemnification of a party’s remedies against the other will not exceed, such Indemnified Party in the aggregate, manner contemplated hereby is prohibited by applicable law or beyond the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination scope of this Agreement. (b) For a period of three (3) years from and after the Effective Time, Parent shall cause the Surviving Corporation to keep in effect provisions in its Certificate of Incorporation and Bylaws providing for exculpation of director and officer liability and indemnification of the Indemnified Parties to the fullest extent permitted under the DGCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For a period of three (3) years after the Effective Time, Parent shall cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by Pac Rim and its Subsidiaries' existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided, however, for a period of three (3) years after the Effective Time, the policy limits of such coverage shall not be less than the higher of $15 million or such policy limits then provided by Parent for its officers and directors. (d) Parent shall pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 7.10. (e) The provisions of this Section shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties.

Indemnification and Insurance. Each party shall indemnify(a) Customer will indemnify and hold harmless BNY Mellon from and against direct losses, defend costs, expenses, damages and liabilities (including reasonable counsel fees and expenses) incurred by BNY Mellon arising out of or relating to BNY Mellon’s performance under this Agreement, except to the extent resulting from BNY Mellon’s failure to perform its obligations under this Agreement in accordance with the Standard of Care. The Parties agree that the foregoing will include reasonable counsel fees and expenses incurred by BNY Mellon in its successful defense of claims that are asserted by Customer against BNY Mellon arising out of or relating to BNY Mellon’s performance under this Agreement. Any obligations of Customer under this Section 14.4 with respect to a particular Series will not be satisfied out of the assets of another Series. (b) Subject to the limitations of liability in Section 14.2, BNY Mellon will indemnify and hold harmless the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) Customer from and against any and all direct losses, costs, damagesexpenses, liabilities, or expenses damages and liabilities (including reasonable attorneys’ counsel fees and court costsexpenses) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from Customer as the indemnifying partydirect result of BNY Mellon’s negligence, intentional misconduct, breach of this Agreement, or failure to comply perform its obligations under this Agreement in accordance with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice Standard of Care. (c) Upon the occurrence of any claim for which indemnification is sought hereunder. The indemnifying party shall have event directly arising out of the opportunity to undertake the defense of and to settle services provided by compromise or otherwise any claim for which indemnification is available BNY Mellon under this Section with legal counsel approved by Agreement that causes any loss, cost, expense, damage or liability to the Indemnitee (which approval shall not be unreasonably withheld or delayed). If Customer, BNY Mellon will promptly notify the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel Customer of the Indemnitee’s selection occurrence of such event and at use commercially reasonable efforts to attempt to mitigate the expense detrimental effects of Indemnitee. If the indemnifying party, prior such event and limit or avoid continuing harm to the expiration of twenty (20) days after receipt of notice Customer. In order that the indemnification provisions contained in this Section 14.4 shall apply, upon the assertion of a claim for which either Party may be required to indemnify the other, the Party seeking indemnification under this Sectionshall promptly notify the other Party of such assertion, has not assumed and shall keep the other Party advised with respect to all material developments concerning such claim. The Party who may be required to indemnify shall have the right to control the defense thereofof the claim, and the Indemnitee may thereupon undertake party seeking indemnification shall have the option to participate in the defense thereof on behalf ofof such claim, at its own cost and expense. The Party seeking indemnification will cooperate reasonably, at the risk and expense ofindemnifying Party’s expense, with the indemnifying party, with all reasonable costs and expenses Party in the defense of such defense claim; provided, however, that the Party seeking indemnification shall not be required to be paid by take any action that would impair any claim it may have against the indemnifying partyParty. No The Party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other Party may be required to indemnify it except with the other Party’s prior written consent. The indemnifying Party shall not settle or settlement compromise any claim or consent to the entry of any such claims shall be made judgment with respect to which indemnification is being sought hereunder without the prior written consent in writing of the Indemnitee (Party seeking indemnification, which consent shall not be unreasonably withheld withheld, delayed or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINconditioned. (d) BNY Mellon will maintain, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expenseown cost, or cause to be maintained, at all times during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general errors and omissions insurance, fidelity bonds and such other insurance as BNY Mellon may deem appropriate, in each case in a commercially reasonable amount deemed by BNY Mellon to be sufficient to cover its potential liabilities under this Agreement, including without limitation cyber-liability insurance coverage and officer and director liability coveragedeemed by BNY Mellon to be appropriate. Upon request, Advarra BNY Mellon agrees to provide the Institution Customer with Certificates certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementinsurance.

Indemnification and Insurance. Each party A. Seller shall indemnify, defend indemnify and hold harmless the other party and Buyer, its and its affiliates’ directors, officers, employees, agents and agents (each, including the applicable party, an “Indemnitee”) invitees from and against any and all liability, demands, claims, losses, costs, damages, liabilities, or damage and expenses (including reasonable attorneys’ fees and court costsactual attorney fees) by reason of or on account of property damages, personal injury, death or other losses incurred by the Indemniteeclaims arising out of, as result of, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply in connection with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this AgreementOrder, insurance covering the Institutionwhich is occasioned by defect in product and/or breach of this Order including warranty and acts of Seller, Principal Investigators its employees, agents and all other research personnel for bodily injury, death and professional liabilityinvitees. The Institution Seller waives the application of the doctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Seller’s indemnity. Upon becoming aware of such a claim, demand, suit or action, Buyer shall notify Seller and Seller, at Buyer’s option, and at Seller’s expense, will undertake defense of such a claim, demand, suit or action through counsel approved by Xxxxx, provided that Seller shall first obtain authorization from Buyer before settlement is made of the claim, demand, suit or action if, the terms of such settlement could materially adversely affect Buyer, including any terms which admits the existence of a defect in Goods or a failure of Buyer to fully and faithfully perform its obligations. In the alternative, Buyer may elect to undertake defense of such a claim, demand, suit or action, to the extent it is asserted against Buyer, and Seller shall reimburse Buyer on monthly basis for all expenses, actual attorney fees, and other costs incurred by Buyer. B. Seller shall procure and maintain at its sole expense insurance, with reputable insurance companies, which adequately covers Seller’s liability against Buyer and third parties. Buyer is entitled to require certain insurance coverage, including products liability, employer’s liability, xxxxxxx’x compensation, general liability, public liability, property damage liability, completed operations liability, recall liability, business interruption and contractual liability, in the amounts acceptable and approved by Buyer. Seller shall provide evidence to Buyer proof of its such insurance or self-insurance to Advarra, upon Xxxxx’s request. Advarra will Such policies shall provide at its expense, and maintain throughout cancellation only upon written notice to Buyer. Failure by Buyer to request proof of insurance from Buyer shall not constitute a waiver of the term of requirements provided for in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection.

Indemnification and Insurance. Each party shall indemnify, defend (a) IBKC acknowledges that by virtue of the Merger it will succeed to the indemnification obligations of XXX under Article 8 of its Articles of Incorporation. (b) IBKC will indemnify and hold harmless the other party XXX Companies, and its and its affiliates’ each of their respective directors, officers, employeesemployees and agents, and agents (eacheach controlling person of XXX within the meaning of the 1933 Act, including the applicable party, an “Indemnitee”) from and against any claims, suits, proceedings, investigations or other actions (“Claims”), and all costsany related losses, damages, liabilitiescosts, expenses, liabilities or judgments, whether joint, several or solidary, insofar as they arise out of or are based upon an untrue statement or alleged untrue statement of a material fact made in the Registration Statement or the Proxy Statement, or an omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such person promptly as incurred for legal and other expenses reasonably incurred in connection with investigating or defending any such Claims; provided, that IBKC will not be liable to the extent that any such Claim arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished to IBKC by any XXX Company or, with respect to any indemnified person, by that person. (including reasonable attorneys’ fees and court costsc) or other losses incurred by Any indemnified person wishing to claim indemnification under Section 4.4, upon learning of any claim, shall notify IBKC thereof as promptly as is practicable, but the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, so notify IBKC shall not relieve IBKC from any obligation it has under this Section 4.4 except to the extent it is materially and regulationssubstantially prejudiced by such failure. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party IBKC shall have the opportunity right to undertake assume the defense of thereof and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld liable for any expenses subsequently incurred by such indemnified person in connection with the defense thereof, except that if IBKC does not assume or delayed). If continue to pursue such defense, or counsel for the indemnifying party so assumes indemnified person advises in writing that there are issues that raise conflicts of interest between IBKC and the indemnified person, then the indemnified person may retain counsel satisfactory to such person (and reasonably satisfactory to IBKC) at IBKC’s expense, provided that (i) IBKC shall not be obligated to pay for more than one counsel for all indemnified persons in any jurisdiction except as may be required due to conflicts of interest, (ii) the indemnified persons will cooperate (to the extent reasonably appropriate under the circumstances) in the defense of any such claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20iii) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent IBKC shall not be unreasonably liable for any settlement effected without its prior written consent, which consent may be withheld unless such settlement is reasonable in light of such claims, actions, suits, proceedings or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINinvestigations against, TO THE MAXIMUM EXTENT PERMITTED BY LAWand defenses available to, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTALsuch Indemnified Party. (d) XXX may, CONSEQUENTIALfor premiums not to exceed $50,000, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, purchase a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence continuation of its current directors and officers liability insurance for not more than three years after the Merger. (e) If IBKC or self-insurance any of its successors or assigns (i) reorganizes or consolidates with or merges into or enters into another business combination transaction with any other person or entity and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation, merger or transaction or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to Advarraany person or entity, upon request. Advarra will provide at its expensethen, and maintain throughout in each such case, proper provisions will be made so that such surviving corporation or transferee and its successors and assigns assume the term obligations of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of IBKC set forth in this Agreement.

Indemnification and Insurance. Each party A0 Except if caused by the negligence or willful misconduct of Landlord or its agents, contractors or employees, Tenant shall indemnifyindemnify and save harmless Landlord and its agents against and from (i) any and all claims (a) arising from (x) the conduct or management of the demised premises or of any business therein, defend or (y) any work or thing whatsoever done, or any condition created in or about the demised premises during the term hereof, or (b) arising from any breach of the terms of this lease and any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors or subcontractors of any tier or invitees or guests while such invitees or guests are within the demised premises, and (ii) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Landlord shall indemnify and hold harmless Tenant against and from any and all claims arising from any negligent or otherwise wrongful act or omission of Landlord or any of its employees, agents, invitees, visitors or contractors and all reasonable costs and expenses incurred in connection with the management of the building or a breach of the terms of this lease. If any claim, action or proceeding is made or brought against either party, which claim, action or proceeding the other party and its and its affiliates’ directorsshall be obligated to indemnify such first party against, officerspursuant to the terms of this lease, employeesthen, and agents (each, including upon demand by the applicable indemnified party, an “Indemnitee”) from at its sole cost and against any and all costsexpense, damagesshall resist or defend such claim, liabilitiesaction or proceeding in the indemnified party's name, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred if necessary, by such attorneys as the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying indemnified party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (approve, which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If Attorneys for the indemnifying party's insurer which has not denied coverage shall hereby be deemed approved for purposes of this Paragraph. B0 Tenant shall secure and keep in full force and effect throughout the term hereof, at Tenant's sole cost and expense (i) Commercial General Liability Insurance, written on an occurrence basis, to afford protection in such amount as Landlord may determine and in no event less than $10,000,000 (which may be satisfied under an umbrella policy as herein provided) combined single limit for personal and bodily injury and death arising therefrom and Broad Form property damage arising out of any one occurrence in, upon, adjacent to or in connection with the demised premises or any part thereof, which insurance shall include coverage for contractual liability (including the matters set forth in Paragraph A above), owner's protective liability, independent contractor's liability and completed operations liability; (ii) during the course of construction of any Tenant's Changes and until completion thereof, Builder's Risk insurance on an "all risk" basis (including collapse) on a completed value (non-reporting) form for full replacement value covering the interests of Landlord and Tenant (and their respective contractors and subcontractors) in all work incorporated in the building and all materials and equipment in or about the demised premises; (iii) Workers' Compensation Insurance, as required by law and (iv) such other insurance in such amounts as Landlord may require from time to time. All such insurance shall contain only such "deductibles" as Landlord shall reasonably approve. The minimum amounts of insurance required under this Paragraph shall not be construed to limit the extent of Tenant's liability under this lease. In addition, prior to any entry upon the demised premises by Tenant or any of Tenant's employees, agents or contractors, Tenant shall deliver or cause to be delivered to Landlord certificates evidencing that all insurance required hereunder is in full force and effect. Tenant shall have the right to insure and maintain the insurance coverages set forth in this Paragraph under blanket insurance policies covering other premises occupied by Tenant so long as such blanket policies comply as to terms and amounts with the insurance provisions set forth in this lease; provided that upon request, Tenant shall deliver to Landlord a certificate of Tenant's insurer evidencing the portion of such blanket insurance allocated to the demised premises. C0 All such insurance shall be written in form and substance reasonably satisfactory to Landlord by an insurance company in a financial size category of not less than XII and with general policy holders' ratings of not less than A, as rated in the most current available "Best's" insurance reports, or the then equivalent thereof, and licensed to do business in New York State and authorized to issue such policies. All policies of insurance procured by Tenant shall contain endorsements providing that (a) such policies may not be reduced or cancelled (including for non-payment of premium) or allowed to lapse with respect to Landlord or materially changed or amended except after 45 days' prior notice from the insurance company to Landlord, sent by certified mail, return receipt requested; and (b) Tenant shall be solely responsible for the payment of premiums therefor notwithstanding that Landlord or any other party is or may be named as an additional insured. Duly executed certificates of insurance (including endorsements and evidence of the waivers of subrogation required pursuant to Paragraph E herein) shall be delivered to Landlord, within ten (10) days following the Commencement Date, but in any event prior to the occupancy thereof by Tenant or anyone claiming through or under Tenant. Each renewal or replacement of a policy shall be so deposited at least 30 days prior to the expiration of twenty such policy. Tenant shall not carry any separate or additional insurance concurrent in form or contributing in the event of any loss or damage with any insurance required to be maintained by Tenant under this lease, and all policies of insurance procured by Tenant shall be written as primary policies not contributing with or in excess of coverage that Landlord may carry. D0 All insurance procured by Tenant under this Article shall be issued in the names and for the benefit of Landlord (20and each member thereof in the event Landlord is a partnership or joint venture to the extent Tenant has been notified thereof) days after receipt and Tenant, as their respective interests may appear, and shall contain an endorsement that Landlord, although named as an additional insured, nevertheless shall be entitled to recover under said policies for any loss or damages occasioned to it, its agents, employees, contractors, directors, shareholders, partners and principals (disclosed or undisclosed) by reason of notice the negligence or tortious acts of Tenant, its servants, agents, employees and contractors. E0 Each party shall include in each of its insurance policies covering loss, damage or destruction by fire or other casualty (insuring the building and Landlord's property therein and the rental value thereof, in the case of Landlord, and insuring Tenant's personal property and fixtures and business interruption insurance, in the case of Tenant) a waiver of the insurer's right of subrogation against the other party or, if such waiver should be unobtainable or unenforceable, (i) an express agreement that such policy shall not be invalidated if the insured waives before the casualty the right of recovery against any party responsible for a casualty covered by such policies, or (ii) any other form of permission for the release of the other party. If such waiver, agreement or permission shall cease to be obtainable without additional charge, then if the other party shall so elect and shall pay the insurer's additional charge therefor, such waiver, agreement or permission shall be included in the policy, or the other party shall be named as an additional insured in the policy, provided, however, that Tenant shall at no time be named a loss payee under any of Landlord's insurance policies. Notwithstanding the foregoing, any failure by Tenant as an additional insured promptly to endorse to the order of Landlord any instrument for the payment of money under a policy of which Landlord is the owner or original or primary insured shall be a default under this lease. F0 Each party hereby releases the other party with respect to any claim (including a claim for indemnification negligence) which it might otherwise have against the other party for loss, damage or destruction with respect to its property (including rental value or business interruption) occurring during the term hereof and with respect and to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability or naming the other party as an additional insured, as provided in Paragraph E above. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property (or rental value or business interruption), the other party is liable to the first party with respect thereto or is obligated under this Sectionlease to make replacement, has repair or restoration or payment, then provided the first party's right of full recovery under its insurance policies is not assumed the defense thereofthereby prejudiced or otherwise adversely affected, the Indemnitee may thereupon undertake amount of the defense thereof on behalf ofnet proceeds of the first party's insurance against such loss, and at damage or destruction shall be offset against the risk and expense ofsecond party's liability to the first party therefor, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without available to the prior consent second party to pay for replacement, repair or restoration, as the case may be. G0 The waiver of subrogation or permission for release referred to in writing Paragraph E above shall extend to the agents of each party and its and their employees. The releases provided for in Paragraph F above shall likewise extend to such agents and employees, if and to the extent that such waiver or permission is effective as to them. Nothing contained in Paragraphs E or F above shall be deemed to impose upon either party any duty to procure or maintain any of the Indemnitee (which consent kinds of insurance referred to therein except as otherwise required in this Article. If Tenant shall not fail to maintain insurance in effect as required in this Article, the release by Tenant set forth in Paragraph F above shall be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability in full force and effect to the other and the sum same extent as if such required insurance (containing a waiver of a party’s remedies against the other will not exceed, subrogation) were in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreementeffect. The Institution X0 Xxxxxxxx agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreementlease, general liability Landlord will maintain fire insurance and other insurance coverage for the building (at full replacement value) as required by the terms of the existing superior mortgage (and officer the premiums therefor shall be included in Operating Expenses as provided in Article 40 hereof), whether or not such mortgage shall then be in effect; except that, if at any time, and director liability coveragefrom time to time, a lesser standard or different forms of insurance policies (the "Alternative Policies") shall be (i) approved by the superior lessor(s) and superior mortgagee(s), if any, and (ii) then commonly maintained by owners of comparable buildings, then Landlord shall have the right, at Landlord's option, to carry the Alternative Policies in lieu of the aforesaid. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive Landlord may carry any termination of this Agreementsuch insurance under a blanket insurance policy covering other buildings owned or leased by Landlord.

Indemnification and Insurance. Each party 9.1 Test Lab agrees that it shall indemnify, defend and hold harmless the each of NFC Forum, its subsidiaries, its other party NFC Forum members (each a "Member"), and its and its affiliates’ their respective directors, officers, employeesemployees and agents, successors and agents assigns (eachcollectively, including the applicable party, an “Indemnitee”"Indemnified Parties") from and against any and all costsclaims, losses, liabilities, damages, liabilitiessuits, actions, government procedures, taxes, penalties, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or costs brought by a third party against an Indemnitee, any Indemnified Party arising from the indemnifying party’s negligence, intentional misconduct, (i) any breach of this Agreement, Agreement or failure by Test Lab to comply perform any test in accordance with applicable lawsthe Requirements, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice (ii) any willful misconduct or negligent act or omission by Test Lab; but in no event is Test Lab obligated to indemnify any Indemnified Party for causes of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise action or otherwise any claim for which indemnification is available under this Section with legal counsel approved damages caused solely by the Indemnitee (which approval shall not be unreasonably withheld same or delayed)any other Indemnified Party. If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED EXCEPT FOR DAMAGES CAUSED BY LAWWILLFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL SHALL EITHER PARTY BE RESPONSIBLE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON UNDER THEORY OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITYNEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS HAS BEEN ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEDAMAGES. Without limiting THIS LIMITATION OF LIABILITY DOES NOT APPLY TO INDEMNIFICATION OWED TO THE OTHER PARTY FOR THIRD PARTY CLAIMS. 9.2 If Test Lab is or has applied for Authorization as a Third Party Test Lab, then Test Lab shall provide to NFC Forum a certificate of insurance from a reputable internationally recognized insurance carrier evidencing compliance with the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, insurance requirements specified in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementRequirements Documents.

Indemnification and Insurance. Each party 13.1 Representative shall indemnify, defend and hold harmless the other party Company, and its and its affiliates’ officers, directors, officers, employees, affiliates and agents (each, including the applicable party, an “IndemniteeCompany Indemnitees”) from and against any and all costsclaims, damages, liabilitieslosses, or costs and expenses (including reasonable attorneys’ fees and court costsattorney’s fees) (the “Liabilities”), which any Company Indemnitee may incur to the extent that such Liabilities arise out of or result from: (i) any representation or warranty given by Representative with respect to the Products (other losses incurred than the descriptions permitted in accordance with this Agreement), (ii) the manufacture, use or sale of any product that is not supplied by Company, but is sold or combined with a Product, (iii) the Indemniteebreach of any representation, warranty, or brought by a third party against an Indemnitee, arising from covenant of the indemnifying party’s negligence, intentional misconduct, breach of Representative contained in this Agreement, ; or failure (iv) the recklessness or willful misconduct of Representative or any Representative Agent. 13.2 Company shall indemnify and hold harmless Representative and Representative’s Agents from all Liabilities related to comply with applicable laws, rules, and regulations. the reckless or willful misconduct of the Company. 13.3 The Indemnitee shall party seeking indemnification hereunder (the “Indemnified Party”) shall: (i) give the indemnifying other party prompt (the “Indemnifying Party”) notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake relevant claim, (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim and (iii) give the Indemnifying Party the right to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes control the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims claim, except that the Indemnifying Party shall be made not enter into any settlement that affects the Indemnified Party’s rights or interest without the Indemnified Party’s prior consent in writing written approval. The Indemnified Party shall have no authority to settle any claim on behalf of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout Indemnifying Party. 13.4 During the term of this Agreement, general liability coverage and officer and director liability coverageboth parties agree to maintain such insurance as will reasonably cover its respective obligations pursuant to this Agreement. Upon requestthe request of either party, Advarra agrees to a party shall provide the Institution other party with Certificates certificates of Insurance insurance demonstrating this coverage. This section such insurance described above, and if either party, in its sole discretion deems the other party’s level of insurance coverage or carrier to not be adequate, the party shall survive any termination of this Agreementremedy such deficiency within 30 days.

Indemnification and Insurance. Each party shall indemnify(a) GlassBridge will, defend to the maximum extent permitted under applicable law, indemnify and hold harmless the other party and its and Clinton, any Person controlling, controlled by or under common control with Clinton or any of its affiliates’ directors, Xxxxxxx, each Substitute, and each of their respective members, partners, principals, managers, officers, employees, agents, consultants and agents the legal representatives of any of them (each, including the applicable partya “Clinton Indemnified Party”), an “Indemnitee”) from and against any and all costsloss or expense suffered or sustained by a Clinton Indemnified Party arising out of the Services provided hereunder, damagesincluding, liabilitieswithout limitation, or expenses (including reasonable any judgment, settlement, attorneys’ fees and court costs) other costs or expenses incurred in connection with the defense of any actual or threatened Proceeding (collectively, “Losses”), provided that such Losses did not result from the fraud, gross negligence or willful misconduct of a Clinton Indemnified Party. Clinton Indemnified Parties will be indemnified with respect to gross negligence, dishonesty or bad faith of any broker or agent of such Clinton Indemnified Party, provided that such broker or agent was selected, engaged or retained by such Clinton Indemnified Party in good faith. GlassBridge will advance to each Clinton Indemnified Party attorneys’ fees and other losses costs and expenses as incurred in connection with the defense of any Proceeding for which such Clinton Indemnified Party is entitled to be indemnified by GlassBridge pursuant to this Agreement; provided, that it receive a written acknowledgement in form and substance reasonably acceptable to GlassBridge that such Clinton Indemnified Party shall promptly repay to GlassBridge the Indemnitee, or brought amount of any such advance paid to it if it shall be determined by a third party court order that such Clinton Indemnified Party was not entitled to be indemnified by GlassBridge in connection with such action or proceeding. The Clinton Indemnified Parties may consult with counsel and accountants in respect of the services provided to GlassBridge hereunder, and be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants, provided that they will have been selected in good faith. (b) Clinton will, to the maximum extent permitted under applicable law, indemnify and hold harmless GlassBridge, any Person controlling, controlled by or under common control with GlassBridge or any of its affiliates, and each of their respective members, partners, principals, managers, officers, employees, agents, consultants and the legal representatives of any of them (each, a “GlassBridge Indemnified Party”), from and against any loss or expense suffered or sustained by a GlassBridge Indemnified Party arising out of the provision of the Services hereunder to the extent that such provision constitutes fraud, gross negligence or willful misconduct of a Clinton Indemnified Party. Clinton will advance to any GlassBridge Indemnified Party attorneys’ fees and other costs and expenses incurred in connection with the defense of any Proceeding for which such GlassBridge Indemnified Party is entitled to be indemnified by Clinton pursuant to this Agreement; provided, that it receive a written acknowledgement in form and substance reasonably acceptable to Clinton that such GlassBridge Indemnified Party shall promptly repay to Clinton the amount of any such advance paid to it if it shall be determined by a court order that such GlassBridge Indemnified Party was not entitled to be indemnified by Clinton in connection with such action or proceeding.. (c) Xxxxxxx and each Substitute will be covered by a director’s and officer’s liability insurance policy (“D&O Policy”), paid for by GlassBridge, covering Clinton during such service and for a period of at least six years thereafter, having terms and coverage amounts reasonably acceptable to Clinton. GlassBridge will provide Clinton with annual certifications and reasonable documentation confirming the continuation of the D&O policy. (d) This Section 6 will survive the termination of this Agreement. “Proceeding” shall mean an Indemniteeaction, arising from claim, suit, inquiry, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or, to the indemnifying partyapplicable Party’s negligenceknowledge, intentional misconduct, breach threatened in writing. For purposes of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval i) Clinton shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense deemed an affiliate of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection GlassBridge and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20ii) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, GlassBridge and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent Imation Corp. shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum deemed affiliates of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementClinton.

Indemnification and Insurance. Each party shall indemnify(a) From and after the Effective Time, defend BJ agrees that it or the Surviving Corporation will indemnify and hold harmless the other party each present and former director and officer of Western and its and its affiliates’ directors, officers, employees, and agents subsidiaries (each, including the applicable party, an “Indemnitee”"Indemnified Parties") from and against any and all costs, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and court costs' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or other losses incurred by the Indemniteeinvestigation, whether civil, criminal, administrative or brought by a third party against an Indemniteeinvestigative, arising from out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent allowed by law (and BJ or the Surviving Corporation will also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification). (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 8.6, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify BJ and the Surviving Corporation thereof, but the failure to so notify shall not relieve BJ or the Surviving Corporation of any liability it may have to such Indemnified Party except to the extent that such failure materially prejudices the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give In the indemnifying party prompt notice event of any claim for which indemnification is sought hereunder. The indemnifying party such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) BJ or the Surviving Corporation shall have the opportunity right to undertake assume the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee thereof (which approval it shall, in cooperation with the Indemnified Parties, vigorously defend) and neither BJ nor the Surviving Corporation shall not be unreasonably withheld liable to such Indemnified Parties for any legal expenses of other counsel or delayed). If any other expenses subsequently incurred by such Indemnified Parties in connection with the indemnifying party so assumes defense thereof, except that if neither BJ nor the Surviving Corporation elects to assume such defense or there is a conflict of interest between BJ or the Surviving Corporation, on the one hand, and the Indemnified Parties, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to BJ or the Surviving Corporation, the Indemnified Parties may retain counsel satisfactory to them, and BJ or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that neither BJ nor the Surviving Corporation shall, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties except to the extent that local counsel, in addition to such parties' regular counsel, is required in order to effectively defend against such action or proceeding, (ii) the Indemnified Parties will cooperate in the defense of any claimsuch matter and (iii) neither BJ nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent, and provided, further, that neither BJ nor the Surviving Corporation shall have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become 27 28 final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (c) For a period of three years after the Effective Time, the Indemnitee Surviving Corporation shall use its best efforts to maintain in effect the current policies of directors' and officers' liability insurance maintained by Western (the "Current D&O Policy") (provided that the Surviving Corporation may participate in substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous ("Substitute Coverage") and will, to the extent available, provide such defense Substitute Coverage if the Current D&O Policy is not available) with legal counsel of the Indemnitee’s selection and respect to claims arising from facts or events occurring at the expense of Indemnitee. If the indemnifying party, or prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this SectionEffective Time; provided, has however, if the Current D&O Policy expires, is terminated or cancelled during such three year period and Substitute Coverage cannot assumed the defense thereofbe obtained, the Indemnitee may thereupon undertake Surviving Corporation shall use its best efforts to obtain as much insurance as can be obtained for the defense thereof on behalf remainder of such period up to a maximum of the coverage amount of the Current D&O Policy; provided further, that in no event shall the Surviving Corporation be required to expend for insurance premiums pursuant to this Section 8.6(b) more than 150% of the current annual premiums paid by Western for such insurance (which premiums Western represents and warrants to be $421,000 in the aggregate). (d) If the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume all of the obligations of the Surviving Corporation set forth in this Section 8.6. (e) The provisions of this Section 8.6 are intended to be for the benefit of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing enforceable by, each of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting directors and officers of Western who are the foregoing, a party’s liability to beneficiaries of the other indemnification arrangements specified herein and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators their heirs and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementtheir representatives.

Indemnification and Insurance. Each party shall indemnify(1) Your Indemnification of ERA. You will indemnify ERA, defend Cendant and their respective officers, directors, employees, successors and assigns (the "Indemnified Parties") in any legal action, claim or other adversary proceeding -------------------- (including alternative dispute resolution proceedings) related to the Business or to you in which the liability of the Indemnified Party is alleged or in which the Indemnified Party is named as a defendant or codefendant as a result of activities by you which are not in accordance with this Agreement, with ERA policy as published in the Manuals or with any law, rule, regulation or custom governing real estate brokerage operations, or in which the alleged liability of the Indemnified Party is based on principles of agency, respondent superior, or the existence of a joint or common enterprise between an Indemnified Party and you, or in which the Indemnified Party is alleged to have been negligent in your selection, training or supervision. You will reimburse the Indemnified Party for all costs and expenses of defending the matter incurred by the Indemnified Party, including attorneys' fees, if your insurer or you do not assume defense of the Indemnified Party promptly when requested or a conflict of interest requires retention of separate counsel. ERA must approve any resolution or course of action in a matter that could directly or indirectly have any adverse effect on us or the ERA franchise system, or could serve as a precedent for other matters. Your obligations to indemnify and hold harmless each Indemnified Party will survive the other party and its and its affiliates’ directorstermination, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costs, damages, liabilities, expiration or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach assignment of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice but any release by ERA of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available your obligations under this Agreement will not release your obligations under this Section 19 with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld respect to any claim that arose before expiration, assignment or delayed)termination of this Agreement. If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting Notwithstanding the foregoing, a party’s liability the indemnification provided for in this subparagraph shall not extend to any liability, cost or expense or to any suits, proceedings or claims (i) to the extent arising from the affirmative acts of ERA or its employees or any indemnified party or from the actions of Member or its employees engaged in at the direction of ERA or any indemnified party, or (ii) which do not arise out of or relate to member's operation of the Business, including those that arise out of disputes under any agreement (A) between ERA and Member, other than this Agreement or (B) between Member and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreementits stockholders. The Institution agrees that it shall maintain at its expense, or cause obligations of Member pursuant to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section Paragraph shall survive any the expiration or termination of this Agreement.

Indemnification and Insurance. Each party (a) ASB covenants and agrees that all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under FCB’s Articles of Incorporation and Bylaws as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall indemnifysurvive the Merger and shall continue in full force and effect, defend and hold harmless the other party and its and its affiliates’ directorswithout any amendment thereto, officers, employees, and agents (each, including for a period concurrent with the applicable partystatute of limitations; provided, an “Indemnitee”) from and against any and however, that all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure rights to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice indemnification in respect of any claim for asserted or made as to which indemnification ASB is sought hereunder. The indemnifying party notified in writing within such period shall have continue until the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses final disposition of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCEclaim. Without limiting the foregoing, in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between ASB and the Indemnified Party. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a party’s liability claim in respect thereof is to be made against ASB under such subparagraph, notify ASB in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, ASB shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from ASB to such Indemnified Party of its election so to assume the defense thereof, ASB shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if ASB elects not to assume such defense or if counsel for the Indemnified Party advises ASB in writing that there are material substantive issues that raise conflicts of interest between Atlantic Southern, ASB or FCB and the sum Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and ASB shall pay all reasonable fees and expenses of a party’s remedies against such counsel for the other will Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, ASB shall not exceed, be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the aggregate, the Fees that have been paid by the Institution reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to Advarra under this Agreement. The Institution such claims. (b) FCB covenants and agrees that it shall maintain at cause the persons serving as its expenseofficers or directors of the FCB Entities, or cause immediately prior to the Effective Time to be maintainedcovered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by FCB with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that (i) ASB may substitute a policy or policies with at least the same coverage and amounts and terms and conditions that are no less advantageous (or with FCB’s consent, during give prior to the performance Effective Time, any other policy); and (ii) the aggregate premium to be paid by FCB for such insurance shall not exceed 150% of the most current annual premium paid by FCB for its directors and officers liability insurance, without ASB’s prior approval. (c) ASB covenants and agrees that if Atlantic Southern, ASB or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of Atlantic Southern or ASB shall assume the obligations set forth in this Section 8.11. (d) The provisions of this Agreement, insurance covering Section 8.11 are intended to be for the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expensebenefit of, and maintain throughout the term of this Agreementshall be enforceable by, general liability coverage each Indemnified Party and officer his or her heirs and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this Agreementrepresentatives.

Indemnification and Insurance. Each party (a) Parent and Merger Sub agree that all rights to indemnification by the Company now existing in favor of each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the Company’s certificate of incorporation or bylaws, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, copies of which have been provided to Parent, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and shall remain in full force and effect. From and after the Effective Time, Parent and the Surviving Corporation shall be jointly and severally liable to pay and perform in a timely manner such indemnification obligations. (b) For six years after the Effective Time, to the full extent permitted under applicable Law, Parent and the Surviving Corporation (the “Indemnifying Parties”) shall, jointly and severally indemnify, defend and hold harmless the other party and its and its affiliates’ directorseach Indemnified Party against all losses, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costsclaims, damages, liabilities, fees, expenses, judgments and fines arising in whole or expenses in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach in respect of this Agreement, or failure to comply with applicable laws, rules), and regulations. The Indemnitee shall give reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred, except to the indemnifying party prompt notice extent arising out of gross negligence, willful misconduct or fraud of such Indemnified Party; provided that nothing herein shall impair any rights to indemnification of any claim Indemnified Party referred to in clause (a) above. (c) The Company shall maintain the Company’s officers’ and directors’ liability insurance policies, in effect on the date of this Agreement (the “D&O Insurance”) through the Closing Date, including renewing the D&O Insurance prior to the renewal date for which indemnification is sought hereundersuch D&O Insurance, provided that the annual premiums for any such renewal shall not exceed an amount per year equal to 200% of the current annual premiums paid by the Company for such insurance, and provided further that the D&O Insurance may be cancelled as of the Closing and the unused premium refunded or applied to the “tail” policy referred to in the following sentence. On or prior to the Closing, the Company shall cause coverage to be extended under the D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous than the D&O Insurance and as set forth on Section 6.9(c) of the Company Disclosure Letter. (d) The indemnifying party shall have obligations of Parent and the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available Surviving Corporation under this Section with legal counsel approved by 6.9 shall survive the Indemnitee (which approval consummation of the Merger and shall not be unreasonably withheld terminated or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate modified in such defense with legal counsel of a manner as to adversely affect any Indemnified Party to whom this Section 6.9 applies without the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses consent of such defense affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.9 applies shall be paid by third party beneficiaries of this Section 6.9, each of whom may enforce the indemnifying party. No compromise provisions of this Section 6.9). (e) If Parent or settlement the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or Surviving Corporation or entity of such claims consolidation or merger , proper provision shall be made without so that the prior consent successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to the other and the sum of a party’s remedies against the other will not exceed, in the aggregate, the Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 6.9.

Indemnification and Insurance. Each party shall indemnify, defend and hold harmless (a) Parent agrees that all rights to indemnification existing in favor of the other party and its and its affiliates’ present or former directors, officers, employees, fiduciaries and agents (each, including the applicable partyindividually, an “Indemnitee”"Indemnified Party" and collectively, the "Indemnified Parties") from and against of the Company or any and all costs, damages, liabilitiesof its Subsidiaries or divisions as provided in the Company's Certificate of Incorporation or Bylaws or pursuant to other agreements, or expenses (including reasonable attorneys’ fees the articles of incorporation, by-laws or similar documents of any of the Company's Subsidiaries as in effect as of the date hereof with respect to matters prior to the Effective Time and court costs) or other losses incurred by including, without limitation, liability arising under the IndemniteeSecurities Act, or brought by the Exchange Act and state corporation laws in connection with the Merger shall survive the Merger and shall continue in full force and effect for a third party against an Indemnitee, arising from period of not less than the indemnifying party’s negligence, intentional misconduct, breach statutes of this Agreement, or failure limitations applicable to comply with applicable laws, rulessuch matters, and regulationsthat payment thereof will be guaranteed by Parent. The Indemnitee shall give In the indemnifying party prompt notice event of any claim for which such claim, action, suit, proceeding or investigation (an "Action"), (i) any Indemnified Party entitled to indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by 7.8(a) shall notify the Indemnitee Surviving Corporation in writing promptly after such Indemnified Party receives notice of such Action, (which approval ii) the Surviving Corporation shall be entitled to assume the defense thereof and, after notice from the Surviving Corporation to the Indemnified Parties that it so chooses, the Surviving Corporation shall not be unreasonably withheld liable to the Indemnified Parties for any legal fees or delayedexpenses subsequently incurred by any Indemnified Party in connection with the defense thereof (provided, however, that if (x) the Surviving Corporation does not elect to assume the defense thereof, (y) the Surviving Corporation otherwise authorizes the Indemnified Party to retain counsel for the defense thereof or (z) the assumption of the defense thereof by the Surviving Corporation would present counsel selected by the Surviving Corporation with a conflict of interest or if such counsel's representation of the Indemnified Parties would otherwise be inappropriate under the applicable standards of professional conduct, then Parent shall cause the Surviving Corporation to pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action to the full extent permitted by applicable law, upon receipt of any undertaking required by applicable law). If , and (iii) the indemnifying party so assumes Surviving Corporation will cooperate in the defense of any claimsuch matter; PROVIDED, HOWEVER, that the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, Surviving Corporation shall not be liable for any settlement effected without its prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior written consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayedwithheld). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAWand provided further, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting that the foregoing, a party’s liability Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the other and the sum of a party’s remedies against the other will not exceedextent that, in the aggregatereasonable opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the Fees outcome of such action. (b) Parent shall cause the Surviving Corporation to keep in effect provisions in its Certificate of Incorporation and Bylaws providing for exculpation of director and officer liability and indemnification of the Indemnified Parties to the same extent as are currently contained in the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that have been would enlarge the Indemnified Parties' right of indemnification. (c) For a period of three years after the Effective Time, Parent shall cause the Surviving Corporation to maintain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by the Company's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; PROVIDED, HOWEVER, that the Surviving Corporation shall not be required in order to maintain or procure such coverage to pay an annual premium in excess of two times the current annual premium paid by the Institution Company for its existing coverage (the "Cap"); and provided further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, the Surviving Corporation shall only be required to Advarra obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. (d) The Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 7.8. (e) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under this Agreementthe Certificate of Incorporation or Bylaws of the Company, under the DGCL or otherwise. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance provisions of this Agreement, insurance covering Section shall survive the Institution, Principal Investigators consummation of the Merger and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence expressly are intended to benefit each of the Indemnified Parties. (f) In the event the Surviving Corporation or any of its insurance successors or self-insurance assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to Advarraany person, upon request. Advarra will provide at its expensethen and in either such case, proper provision shall be made so that the successors and maintain throughout assigns of the term of Surviving Corporation shall assume the obligations set forth in this Agreement, general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of Insurance demonstrating this coverage. This section shall survive any termination of this AgreementSection 7.8.