Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventors), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or Permitted Sublicensees in connection with (a) their use of this Agreement, the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorney’s fees, incurred in enforcing this indemnification provision. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensorany investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party and shall provide a minimum of $3,000,000 in coverage per occurrence. Upon initiation of any human clinical studies of Products, Licensee shall have first increased its insurance coverage to a minimum of $10,000,000 in the aggregate. Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. If the parties determine that evidence of Licensee’s failure insurance coverage is necessary and appropriate, within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, Licensee shall provide Licensee CSMC with a reasonable period certificate of time to remove Content in cases where (i) insurance issued by the basis or nature appropriate insurance company evidencing the insurance coverage required by this Section 8.1, together with copies of the offense has not previously been identified by endorsement which specifies CSMC as an additional insured and the declarations page for each such insurance policy. The certificate of insurance, endorsements and declarations pages (and any Governmental Authority as offensive renewals or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor replacements thereof), if required, shall be conditioned on (x) Licensorsent to CSMC’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action Technology Transfer Office by electronic mail at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)CXXxxxXxxxxxxx@xxxx.xxx.

Indemnification by Licensee. 9.1 Licensee shall defendindemnify, indemnify defend (at Licensor’s option) and hold harmless Licensor and its Affiliates, Affiliates (other than Licensee and its subsidiaries) and their respective employees, officers, directors, employees, agents, shareholders, successors agents and assigns, representatives (collectively, the “Licensor Indemnified Parties”) ), harmless, from and against any Actionand all losses, costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of (a) any and all direct losses suffered or incurred claim by Licensor in connection with any third party claims (a) arising out of against any Licensor Indemnified Party that any use of, or resulting from access to, the Licensed Trademarks, Social Media Content or any breach Website Content by Licensee such Licensor Indemnified Party as expressly authorized under or contemplated by these Terms infringes or misappropriates, as applicable, any trademarks, copyrights, trade secrets or other intellectual property rights of any provision of this Agreementthird party, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Namesany Licensee Indemnity Responsibilities, or (c) regarding any Content that was subject Licensee’s material breach of these Terms. Licensor agrees to a request for removal by a Governmental Authoritygive Licensee (i) prompt written notice of such claim; (ii) authority to control and direct the defense or settlement of such claim; and (iii) such information and assistance as Licensee may reasonably request, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided thatat Licensee’s expense, in all casesconnection with such defense or settlement. Notwithstanding the foregoing, Licensee shall not be liable for settle any direct losses suffered third-party claim against any Licensor Indemnified Party (A) if such settlement requires such Licensor Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensor Indemnified Party), or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (B) unless (i) the basis such settlement completely and forever releases such Licensor Indemnified Party with respect thereto, or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) such Licensor Indemnified Party provides its prior written consent to such settlement. In any action for which Licensee has not also received notice from the Governmental Authority. provides defense on behalf of any Licensor Indemnified Party, such Licensor Indemnified Party may participate in such defense at its own expense by counsel of its choice. 9.2 The obligations set forth in this Section 9 shall constitute Licensee’s obligation to indemnify Licensor shall be conditioned on (x) entire liability and Licensor’s provision to sole remedy for any actual or alleged infringement or misappropriation caused by Licensee or for any breach of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)these Terms.

Indemnification by Licensee. It is understood and agreed that Licensee will be solely responsible, obligated, and liable for its activities relating to this Agreement and for all activities relating to the Licensed Product(s) and any Licensed Grain contained therein or from which the Licensed Product(s) are derived, including, without limitation, the distribution, production, processing, labeling, packaging, purchasing, storage, sale, promotion, advertising, delivery, distribution and ultimate quality of the Licensed Product(s) ("Activities"). Licensee shall and hereby does indemnify, defend, indemnify protect, save and hold harmless Licensor and Licensor, its Affiliatesaffiliated entities, and their respective officers, directors, employees, agents, shareholders, successors and assigns, employees (collectively, the “"Licensor Parties”Indemnitees") completely harmless from and against any Actionand all losses, liabilities, damages, penalties, costs, expenses, and disbursements of any and all direct losses suffered kind whatsoever, including but not limited to reasonable attorney's fees, which may be imposed on, incurred by, or incurred asserted at any time by Licensor in connection with any a third party against any of Licensor Indemnitees (i) in any way relating to or arising from a claim brought by a third party relating to the Activities, including without limitation, product liability, food safety and breach of warranty claims, but excluding claims (a) of trademark infringement arising out solely from use of or resulting from any breach by Licensee of any provision of the Licensed Marks in compliance with this Agreement, (bii) regarding the Content (other than Licensed Content) arising from or relating to any breach or violation of the websites associated with Licensed Domain Namesrepresentations and warranties made by Licensee in this Agreement, or (ciii) regarding arising from or relating to any Content that was subject negligence, gross negligence or willful misconduct of Licensee or any of its officers, directors, employees, independent contractors or agents. This provision shall survive the termination of this Agreement. If a claim for indemnity is made pursuant to a request for removal by a Governmental Authoritythis section 4.1, even if Licensor must give Licensee removes prompt written notice of any alleged liability or action and must offer to tender the full defense thereof to Licensee. With respect to any such Content within the time period proscribed by the Governmental Authority, provided that, in all casestendered action, Licensee shall not be liable for any may employ counsel of its own choice to direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature handling of the offense has not previously been identified by litigation and any Governmental Authority settlement thereof, so long as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of any such an Action (except where any delay settlement does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee obligate Licensor to pay any damages in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)respect thereof.

Indemnification by Licensee. Subject to Sections 13.3 and 13.4, Licensee shall defendindemnify, indemnify defend and hold harmless Licensor and Licensor, its Affiliates, and their respective directors, officers, directorsemployees consultants, employeescontractors, agents, shareholders, successors sub-licensees and assigns, agents (collectively, the “Licensor PartiesIndemnitees”) harmless from and against any Action, and any and all direct losses suffered claims, suits, proceedings or causes of action (“Claims”) brought against such Licensor Indemnitee, including any damages or other amounts payable with respect to such Claims, as well as any reasonable attorneys' fees and costs of litigation incurred by Licensor as to any such Claim until the indemnifying Party has acknowledged that it will provide indemnification hereunder with respect to such Claim as provided below (collectively, “Damages”), in connection with any third party claims each case to the extent resulting from or based on: (a) arising out of or resulting from any breach development work done by Licensee for a Product, or any sale, use, importation, storage, handling, distribution or offer for sale or sale of Product by Licensee or any provision of its Affiliates or sub-licensees; (b) Licensee's breach of this Agreement or any representation or warranty made by Licensee herein; (c) the willful misconduct of, or violation of applicable Law by, Licensee, its Affiliates or Sub-licensees, or their respective employees, contractors or agents in the performance of this Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by Licensee (including without limitation misappropriation of trade secrets). (d) infringement or misappropriation with respect to the Development, (b) regarding the Content (other than Licensed Content) Manufacture, or Commercialization of the websites associated with Licensed Domain Names, Product in the Territory under the Licensee IPR Package or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within Trademarks. and the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee foregoing indemnity obligation shall not be liable apply to the extent such Claims or Damages result from any matter for any direct losses suffered or incurred by which Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation is required to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) INFI Indemnitees from and against any Action, and any and all direct losses suffered losses, damages, fees, expenses, settlement amounts or incurred by Licensor costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with any third party claims a Third Party claim to the extent arising out of (a) arising out the research, development, manufacture or commercialization of the IPI-145 Compound or resulting the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any provision of its representations, warranties, covenants or obligations under this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authoritynegligent act or omission or willful misconduct of Licensee, even if Licensee removes such Content within the time period proscribed by the Governmental Authorityany of its Affiliates or any Sublicensee, provided thator any of their respective employees, consultants, contractors, subcontractors or agents, in all cases, Licensee performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not be liable for apply with respect to any direct losses suffered or incurred by Licensor as a result of Licensor’s failure INFI Indemnitee to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by extent that any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on such Losses (x) Licensor’s provision to Licensee are caused by the gross negligence or willful misconduct of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); INFI Indemnitee, or (y) Licensor’s reasonable cooperation with are otherwise subject to an obligation by INFI to indemnify the Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Indemnitees under Section 10.2.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventor), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or permitted sublicensees in connection with (a) their use of this Agreement, the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (i) the preclinical development and clinical testing of Products, and (ii) the manufacture, sale, use, marketing, or other than Licensed Content) disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under this Agreement. The foregoing indemnification shall not apply to any claim, damage, loss, liability, cost or expense to the extent attributable to the negligent activities or intentional misconduct of any of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all casesIndemnified Parties. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensor’s failure any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party, and shall provide a minimum of Three Million Dollars ($3,000,000) in coverage per occurrence and provide for a thirty (30) day notice to CSMC of any material change in coverage under such policies. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Licensee shall have first increased its insurance coverage to an aggregate amount that is commercially reasonable and consistent with a reasonable period prevailing business practice for the risks involved. Licensee shall provide CSMC with Certificates of time to remove Content in cases where Insurance within thirty (i30) the basis or nature days of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate Effective Date (subject to extension if reasonably required) and (ii) Licensee has not also received notice from annually thereafter, evidencing the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation policies required in accordance with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)this Section 8.1.

Indemnification by Licensee. Licensee shall defend, indemnify at its sole expense, any claim, suit or proceeding brought against Licensor by any third party (A) which if true would be any breach of any of the representations, warranties or agreements made by Licensee under this Agreement, or (B) a claim that the Licensee Technology when used as permitted in Exhibit A violates or infringes any copyright of any third party (each, a "LICENSOR CLAIM"). Licensee shall pay any damages and hold harmless costs finally awarded against Licensor and/or any settlement amounts entered into with respect to such Licensor Claim; provided that (a) Licensor shall promptly notify Licensee of any Licensor Claim for which indemnification is sought pursuant to this Section 9.2 by Licensor and its AffiliatesLicensee shall be provided with a copy of each communication, notice or other action relating to said claim; (b) Licensee shall have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related thereto at Licensee's expense and their respective officers, directors, employees, agents, shareholders, successors (c) Licensor shall have provided Licensee with all information and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred assistance reasonably requested by Licensor Licensee in connection with such claim or suit. If it is adjudicatively determined, or if Licensee believes, that the Licensee Technology infringes any third party claims (a) arising out of Intellectual Property Right, or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding if the Content (other than Licensed Content) license or use of the websites associated with Licensed Domain NamesLicensee Technology, or any part thereof, is, as a result, enjoined, then Licensee may, at its election, option and expense: (ci) regarding any Content that was subject replace the Licensee Technology or part thereof, with other noninfringing suitable technology; or (ii) modify the Licensee Technology or part thereof to a request for removal by a Governmental Authority, even if become noninfringing. Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall will not be liable for any direct losses suffered costs or expenses incurred by Licensor as a result without its prior written authorization. Notwithstanding the foregoing provisions of Licensor’s failure to provide this Section 9.2, Licensee with a reasonable period of time to remove Content in cases where shall have no liability for (i) the basis any infringement claims alleging infringement by any completed equipment or nature any assembly, circuit, combination, method or process in which any of the offense has Licensee Technology may be used but not previously been identified by any Governmental Authority as offensive covering the Licensee Technology standing alone; or inappropriate and (ii) any modification of the Licensee has Technology, or part thereof, (unless such modification was made by or at the written request of Licensee) where such infringement would not also received notice have occurred but for such modifications; or (iii) any suits or proceedings covered under Section 9.6 below. Licensee shall keep Licensor informed of, and consult with Licensor in connection with the progress of each Licensor Claim; and Licensee shall not have any right, without Licensor's written consent, to settle any Licensor Claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains an acknowledgment of any liability on the Governmental Authoritypart of any Licensor Affiliate. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision have the right, in its absolute discretion, to Licensee employ at its own expense attorneys of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee its own choice and subject to the foregoing, to participate in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Claim.

Indemnification by Licensee. Licensee shall indemnify, defend, indemnify and hold harmless Licensor Inhibrx, its Affiliates and its Affiliates, and their respective officers, directorsagents, employees, agents, shareholders, successors officers and assigns, directors (collectively, the each a “Licensor PartiesInhibrx Indemnitee”) harmless from and against any Action, and any and all direct losses suffered Third Party claims, suits, actions, demands, judgments, liabilities, expenses, or incurred losses, including reasonable legal expenses and attorneys’ fees (collectively, “Inhibrx Losses”) to which any Inhibrx Indemnitee may become subject to the extent such Inhibrx Losses are directly or indirectly caused by Licensor or otherwise arise out of or in connection with: (a) the performance by Licensee (or its Affiliates, sublicensees or subcontractors) of Licensee’s obligations under this Agreement; (b) the practice by Licensee, its Affiliates or its sublicensees of any license or sublicense granted to Licensee hereunder, through the manufacture, research, development, use, sale, offer for sale, exportation, or importation of a Licensed Product or otherwise; (c) the manufacture, use, handling, storage, importation, exportation, sale, or other disposition by Licensee, its Affiliates, sublicensees, subcontractors or distributors of Licensed Product(s); (d) the use by a Third Party of any Licensed Product sold or otherwise provided by Licensee, its Affiliates, sublicensees, subcontractors or distributors; (e) a breach by Licensee or its Affiliates of any covenant, representation, warranty or other agreement made by Licensee in this Agreement; or (f) the gross negligence or willful misconduct of (1) Licensee or its Affiliates or (2) Licensee’s sublicensees, subcontractors, distributors or agents acting in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision the matters that are subject of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that; except, in all caseseach case, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a to the extent such Inhibrx Losses result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where from: (i) the basis breach by Inhibrx, its Affiliates, sublicensees or nature subcontractors of the offense has not previously been identified any covenant, representation, warranty or other agreement made by any Governmental Authority as offensive Inhibrx in this Agreement; or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee negligence or willful misconduct of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Inhibrx Indemnitee.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless Licensor Xxxxx and its Affiliates, and each of its and their respective employees, officers, directorsdirectors and agents (each, employeesa “Xxxxx Indemnified Party”), agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Actionand all liability, loss, damage, cost, and expense, including reasonable attorneys’ fees and reasonable expenses of litigation (collectively, a “Liability”), arising out of any and all direct losses suffered third party claim which the Xxxxx Indemnified Party may incur, suffer or incurred by Licensor be required to pay to the extent resulting from or arising in connection with any third party claims (ai) arising out of or resulting from any the breach by Licensee of any provision of covenant, representation or warranty contained in this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and ; (ii) any negligent or wrongful act or omission of Licensee has not also received notice from (or any of its Affiliates or Sublicensees, or their respective directors, officers, or agents, or distributors thereof) which is the Governmental Authority. proximate cause of injury, death or property damage to a third party; (iii) actual or asserted violations of any applicable law or regulation by Licensee’s obligation to indemnify Licensor , its Affiliates, Sublicensees, or distributors by virtue of which Licensed Products in the Field manufactured, distributed or sold by Licensee, its Affiliates, Sublicensees, or distributors shall be conditioned on (x) Licensor’s provision alleged or determined to Licensee of prompt notice of such an Action (except where be adulterated, misbranded, mislabeled or otherwise not in compliance with any delay does not materially prejudice Licensee)applicable law or regulation; (yiv) Licensor’s reasonable cooperation with Licensee claims for bodily injury, death, product liability, warranty of fitness or merchantability, or property damage attributable to the development, manufacture, distribution, sale or use of Licensed Products in the defense and settlement Field by Licensee, its Affiliates, Sublicensees, or distributors; or (v) a recall of Licensed Products in the Field manufactured, distributed or sold by Licensee, its Affiliates, Sublicensees, or distributors ordered by a governmental agency or required by a confirmed product failure as reasonably determined by Licensee, its Affiliates, Sublicensees, or distributors; except, in the case of clauses (ii) through (v), to the extent that such an Action at Licensee’s cost; and (z) Licensee having exclusive control Liability arises in connection with or is otherwise attributable to a breach by Xxxxx of this Agreement or any manufacturing agreement into which Xxxxx may enter pursuant to Section 5.2 or any negligent or wrongful act or omission on the defense, settlement and/or compromise part of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld Xxxxx or delayed)its Affiliates.

Indemnification by Licensee. Except to the extent Licensee shall is entitled to indemnification under Article VI of the Purchase and Sale Agreement, Licensee undertakes to fully defend, indemnify indemnify, and hold harmless Licensor and its Affiliatesthe Analog Parties, their Related Entities and their respective employees, officers, directors, employees, agents, shareholders, successors and assigns, consultants (collectively, the “Licensor Analog Indemnified Parties”) harmless from and against any Action, and any and all direct losses suffered claim that actually or incurred by Licensor in connection with allegedly is based upon or arise from: (i) Any unlicensed or unauthorized use or exploitation of Analog Technology or the Analog Intellectual Property; (ii) The infringement of any third party claims Intellectual Property right (aexcept for third party Intellectual Property embodied in or reasonably necessary for use of the Analog Technology or the Transferred Technology) by any Licensed Product or its sale, offer for sale, manufacture, import, export, reproduction, display, distribution, modification, creation of derivative works from, production or use; (iii) Failure by Licensee or its sublicensees or any customer of either to obtain licenses or permissions regarding any third party Intellectual Property with regard to a Licensed Product (except for third party Intellectual Property which is embodied in or reasonably necessary for use of the Analog Technology or the Transferred Technology); (iv) Any claim of infringement and/or misuse of intellectual property with regard to a Licensed Product to the extent arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature combination of the offense has Analog Technology and/or the Transferred Technology (each or both, the “Supplied Technology”) together with other technology if such infringement would not previously been identified by any Governmental Authority as offensive or inappropriate and have occurred without the combination, to the extent of such combination; (ii) the modification of the Supplied Technology if such infringement would not have occurred without the modification, to the extent of such modification; (iii) any process of manufacturing or fabrication used or applied to the extent that such infringement would not have occurred without such process, to the extent of the application of such process; (v) Failure by Licensee has not also received notice or its sublicensees or any customer of either to comply with any applicable laws; (vi) Any product liability claim or product defect with respect to any Licensed Product; (vii) Any injury, death or damage to property resulting from or caused by any Licensed Product; and (viii) All other claims and demands resulting or alleged to result from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in Licensed Products, their contents or deficiencies or the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control use or operation of the defenseLicensed Products, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld the License or delayed)the exercise thereof.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any third party breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) arising out promptly notify Licensee as soon as it becomes aware of a claim or resulting from any breach by Licensee of any provision of this Agreement, suit for which indemnification may be sought pursuant hereto; (b) regarding reasonably cooperate, and cause the Content individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other than Licensed ContentPenn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of the websites associated with Licensed Domain NamesPenn, or (c) regarding grant any Content rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that was Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to a request indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for removal by a Governmental Authority, even if Licensee. Licensee removes will pay such Content fees and expenses either directly or will reimburse Penn within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result [*] of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee receipt of prompt notice of invoices for such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense fees and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)expenses.

Indemnification by Licensee. Licensee shall defendagrees to indemnify, indemnify and hold harmless Licensor and defend Salk, its trustees, officers, employees and agents, and the inventors (the “Salk Entities”) of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of (a) the development, manufacture, storage, sale or other distribution, or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; (b) the use by end-users and other third parties of Licensed Products or Patent Rights; and/or (c) any representation, warranty or statement by Licensee or its Affiliates, and their respective officersSublicensees, directorsdistributors, employeesagents or representatives, agentsconcerning Salk, shareholdersor the Patent Rights, successors and assigns, (collectively, except to the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out extent such liabilities and/or damages are the result of or resulting from any the Salk Entities’ breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Namesgross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if it shall promptly notify Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, and Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in assume the defense and settlement shall control the defense or disposition of such an Action the claim, at Licensee’s cost; and (z) Licensee having exclusive control of sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consentconsent of Salk, which consent shall not to be unreasonably withheld or delayed). Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expense.

Indemnification by Licensee. Licensee shall defend, indemnify hereby saves and hold holds ICB harmless Licensor of and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and indemnifies and agrees to defend ICB against any Action, and any and all direct losses suffered losses, liability, damages and expenses (including reasonable attorneys’ fees and expenses) which ICB may incur or incurred by Licensor be obligated to pay, or for which ICB may become liable or be compelled to pay in connection with any action, claim or proceeding by third party claims (a) arising out parties against ICB for or by reason of or resulting from in connection with Licensee’s negligent operation of the Laboratory Facility, negligent use of the Patent, Trademarks and/or Technology; and/or any breach of the representations and warranties of Licensee set forth in this Agreement. ICB will give Licensee notice of any action, claim, suit or proceeding in respect of which indemnification may be sought and Licensee shall defend such action, claim, suit or proceeding on behalf of ICB. In the event appropriate action is not taken by Licensee within thirty (30) days after its receipt of any provision of this Agreementnotice from ICB, (b) regarding then ICB shall have the Content (other than Licensed Content) of right, but not the websites associated with Licensed Domain Namesobligation, to defend such action, claim, suit or (c) regarding any Content that was proceeding. Licensor may, subject to a request for removal Licensee's indemnity obligation under this Section 10, be represented by a Governmental Authorityits own counsel in any such action, even if claim, suit or proceeding. In any case, the ICB and the Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, shall keep each other fully advised of all developments and shall cooperate fully with each other in all casesrespects in connection with any such defense as is made. Nothing contained in this Section shall be deemed to limit in any way the indemnification provisions set forth above except that in the event appropriate action is being taken by Licensee, Licensee by counsel reasonably acceptable to ICB, with respect to any not-trademark or intellectual property action, claim, suit or proceeding, ICB shall not be liable permitted to seek indemnification from Licensee for any direct losses suffered attorneys' fees and expenses incurred without the consent of Licensee. In connection with the aforesaid actions, claims and proceedings, the parties shall, where no conflict of interest exists, seek to be represented by common reasonably acceptable counsel. In connection with actions, claims or incurred proceedings involving trademark or other intellectual property matters which are subject to indemnification hereunder, ICB or shall at all times be entitled to be represented by Licensor as a result of Licensor’s failure to provide Licensee with a its own counsel, for whose reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate fees and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor disbursements it shall be conditioned on (x) Licensor’s provision entitled to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)indemnification hereunder.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventors), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan "Indemnified Party", successors and assigns, (collectively, the “Licensor "Indemnified Parties”") from and against any Action, and any and all direct losses claims, damages, losses, liabilities , costs and expenses (including reasonable attorneys' fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a"Action ") arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or Permitted Sublicensees in connection with (a) their use of this Agreement, the Patent Rights and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limit ed to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorney's fees, incurred in enforcing this indemnification provision. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys' fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensor’s failure any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party and shall provide a minimum of $2,000,000 in coverage per occurrence. Upon initiation of any human clinical studies of Products, Licensee shall have first increased its insurance coverage to a minimum of $5,000,000 in the aggregate. Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. If the parties determine that evidence of Licensee's insurance coverage is necessary and appropriate, within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, Licensee shall provide CSMC with a reasonable period certificate of time to remove Content in cases where (i) insurance issued by the basis or nature appropriate insurance company evidencing the insurance coverage required by this Section 8.1, together with copies of the offense has not previously been identified by endorsement which specifies CSMC as an additional insured and the declarations page for each such insurance policy. The certificate of insurance, endorsements and declarations pages (and any Governmental Authority as offensive renewals or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor replacements thereof), if required, shall be conditioned on (x) Licensor’s provision sent to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action CSMC's Technology Transfer Office by electronic mail at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)XXXxxxXxxxxxxx@xxxx.xxx.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless Licensor Somaxon and its Affiliates, Affiliates and each of their respective employees, officers, directors, employees, agents, shareholders, successors directors and assigns, agents (collectively, the “Licensor PartiesSomaxon Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liabilities, obligations, claims, demands, judgments, losses, costs, damages, expenses, fines, royalties, governmental penalties or incurred by Licensor in connection with any third party claims punitive damages, interest, settlement amounts, awards and judgments (aincluding reasonable legal fees and expenses) (collectively, “Losses”) arising out of any Third Party claim, suit or resulting from any breach by Licensee proceeding arising out of or related to: (a) the negligence, reckless or wilful misconduct of any provision of Licensee Indemnitee in performing Licensee’s obligations under this Agreement or otherwise in the seeking, obtaining or maintaining any Regulatory Approval or in Commercialization; (b) any material breach or violation by any Licensee Indemnitee of, or failure to perform by any Licensee Indemnitee of, any representation, warranty, covenant, or other obligation in this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or unless waived in writing by Somaxon; (c) any material violation of applicable Law by any Licensee Indemnitee in connection with performing its obligations under this Agreement or otherwise in the seeking, obtaining or maintenance of any Regulatory Approval or Commercialization; (d) any claim or liability arising from Licensee’s exploitation of the licenses granted under this Agreement; (e) any actions of any Licensee Indemnitee, including a Sales Representative or scientific liaison, including any false or misleading representations to professionals, customers, or others regarding any Content that was subject Somaxon Indemnitee or the Licensed Product; (f) any decision taken hereunder as to a request for removal by a Governmental Authority, even if which Licensee removes such Content within has final decision-making authority; or (g) the time period proscribed by content of the Governmental Authority, provided thatPromotional Materials; excluding, in all caseseach case, Licensee shall not be liable any Loss for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense which Somaxon has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s an obligation to indemnify Licensor an Licensee Indemnitee pursuant to Section 12.2 or pursuant to the Supply Agreement, as to which Loss each Party shall be conditioned on (x) Licensor’s provision indemnify the other to Licensee the extent of prompt notice of their respective liability for such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Loss.

Indemnification by Licensee. Licensee shall defendand its Affiliates (if applicable) and Sublicensee agree to indemnify, indemnify and hold harmless and defend Licensor and its AffiliatesTufts University and their current and former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, Affiliates and agents and their respective officerssuccessors, directors, employees, agents, shareholders, successors heirs and assigns, assigns (collectively, the “Licensor PartiesIndemnitees”) from and ), against any Actionliability, damage, loss or expenses (including reasonable attorneys’ fees and any and all direct losses suffered or expenses of litigation) incurred by or imposed upon the Licensor Indemnitees or any of them in connection with any third party claims claims, suits, actions, demands or judgments arising out of (a) arising out of the practice by Licensee, its Affiliates or resulting from any breach by Licensee Sublicensees of any provision of Licensed Patents and/or rights granted in this Agreement, (b) regarding any theory of product liability (including, but not limited to, actions in the Content form of tort, warranty, or strict liability) or the development, manufacture, use or sale of any Licensed Products developed, manufactured, used or sold by Licensee or any of its Affiliates or Sublicensees, (other than Licensed Contentc) the negligence or willful misconduct of the websites associated with Licensed Domain NamesLicensee, or (cd) regarding Licensee’s breach of this Agreement (collectively, “Covered Claims”). Licensee will not be responsible for the indemnification or defense of the Licensor Indemnitees to the extent a Covered Claim is solely caused by the gross negligence or willful misconduct of any Content Licensor Indemnitees. Licensor will notify Licensee of any Covered Claim hereunder and Licensee will, at its own expense, provide attorneys reasonably acceptable to Licensor to defend against such Covered Claim. The Licensor Indemnitees will reasonably cooperate with Licensee and may, at Licensor option and expense, be represented in such action or proceeding by counsel of their own choosing; provided that was subject in the event a Licensor Indemnity elects to be represented by their own counsel due to a request for removal reasonable perceived conflict of interest with counsel selected by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all casesLicensee, Licensee shall not agrees to that such representation will be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) expense. Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may agrees not to settle any Action in a manner that adversely affects Licensor Covered Claim without the written consent of Licensor’s prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensee. Licensee shall will, at its sole expense, defend, indemnify indemnify, and hold harmless Licensor and its Affiliates, Affiliates and their respective officers, directors, THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. shareholders or owners, employees, agents, shareholders, successors and assigns, agents (collectively, the “Licensor PartiesIndemnitees”) harmless from and against any Action, and any and all direct losses suffered Claims to the extent that such Claims arise out of, are based on, or incurred by Licensor in connection with any third party claims result from (a) arising out of Development or resulting from any breach by Licensee Commercialization of any provision Development Candidates or Products by or on behalf of this AgreementLicensee or its Affiliates or its or their Sublicensees, (b) regarding the Content (other than Licensed Content) breach of the websites associated with Licensed Domain Namesany of Licensee’s obligations under this Agreement, including Licensee’s representations and warranties, covenants and agreements or (c) regarding any Content that was subject to a request for removal by a Governmental Authoritythe willful misconduct or negligent acts of Licensee, even if its Affiliates, or the officers, directors, employees, or agents of Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall or its Affiliates. The foregoing indemnity obligation will not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where apply (i) to the basis or nature extent that (x) the Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensee’s defense of the offense has not previously been identified relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensor or its Affiliates, or any Governmental Authority as offensive related breach by Licensor of its representations, warranties or inappropriate and covenants hereunder; or (ii) Licensee to Claims for which Licensor has not also received notice from the Governmental Authority. Licensee’s an obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision Licensee pursuant to Licensee Section 11.1, as to which Claims each Party will indemnify the other to the extent of prompt notice of its respective liability for such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Claims.

Indemnification by Licensee. ‌ 21.1 Licensee shall defend, indemnify and hold harmless Licensor and its Affiliatesdirectors, and their respective officers, directors, employees, agents, shareholders, successors agents and assigns, (collectively, the “Licensor Parties”) Group Companies from and against any Actionclaims, actions, proceedings, damages, liabilities, losses, costs and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) expenses arising out of or resulting from any otherwise relating to Licensee’s and/or its Group Companies’ and/or Contractual Partners’ and/or Affiliates’ (i) use or misuse of the Service; (ii) breach by Licensee of any provision term, condition or warranty under the Agreement; or (iii) negligence, wilful misconduct or failure to comply with applicable law; provided however, that: (a) Licensor promptly notifies Licensor in writing of this Agreement, any such claim upon becoming aware thereof; (b) regarding the Content (other than Licensed Content) Licensee shall have sole control of the websites associated with Licensed Domain Names, defence of any action on such claim and all negotiations for its settlement or compromise; and (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision cooperate fully with Licensee to Licensee of prompt notice facilitate the settlement or defence of such an Action claim. 21.2 INDEMNIFICATION BY LICENSEE AS AFORESAID IS LIMITED TO THE AMOUNT FINALLY AWARDED IN A FINAL JUDGMENT BY A COURT OR AGREED UPON BY LICENSEE IN A SETTLEMENT. IN NO EVENT SHALL LICENSEE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (except where any delay does not materially prejudice Licensee); (yINCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS OR GOODWILL) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defenseSUFFERED OR INCURRED BY LICENSOR. THE FOREGOING STATES LICENSEE’S ENTIRE LIABILITY, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consentAND LICENSOR’S SOLE AND EXCLUSIVE REMEDY, not to be unreasonably withheld or delayed)WITH RESPECT TO INDEMNIFICATION PURSUANT TO THIS CLAUSE.

Indemnification by Licensee. Licensee shall defend, does hereby indemnify Friday's against and agree to save and hold Friday's harmless Licensor of and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered claims, demands, causes of action, liabilities, damages, costs and expenses (including reasonable counsel and attorneys' fees and expenses) which may be asserted by third parties against Friday's, or incurred which Friday's may sustain or incur in any action or claim against Friday's by Licensor third parties, for or by reason of any breach of the terms of this Agreement or acts or omissions sounding in tort (including negligence, defective product liability or intentional torts) committed by Licensee or any of its representatives, agents or employees in connection with any third party claims Licensee's performance under this Agreement; provided, however, that, as express conditions precedent to such indemnity, Friday's shall (i) [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED promptly advise Licensee of such Action; and (ii) fully cooperate with Licensee and its representatives in the defense or settlement of the Action; provided, however, that Friday's reasonable out of pocket costs, if any, incurred in providing such cooperation shall be reimbursed by Licensee. Licensee shall have the right (to the exclusion of Friday's) to (a) arising out select such counsel and other representatives to represent Licensee in connection with the Action (provided that Friday's may elect, at its expense, to participate in the defense of or resulting from any breach by Licensee the Action through counsel of any provision of this Agreement, its own choosing); (b) regarding make all decisions, judgments and elections in connection with the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or Action; and (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within settle or compromise the time period proscribed by the Governmental AuthorityAction in its sole discretion, provided that, in all cases, Licensee such settlement does not materially impair Friday's rights or benefits under this Agreement. Licensee's liability under this Section 12(B) shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where capped at the greater of: (i) the basis minimum umbrella liability insurance coverage amount set forth in Section 13; or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from Licensee' actual minimum umbrella liability insurance coverage at the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control time of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)relevant claim.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including Mxxxxx), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision of this AgreementLicensee, its Affiliates or sublicensees in connection with (a) their use the Patent Rights or Know-How and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Restated Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorney’s fees, incurred in enforcing this indemnification provision. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensor’s failure any investigation, defense or settlement relating to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor foregoing, which reimbursement shall be conditioned on (x) Licensor’s provision made to CSMC upon receipt by Licensee of prompt notice of invoices reflecting in reasonable detail such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)expenses incurred by CSMC.

Indemnification by Licensee. Licensee shall defend, indemnify hereby saves and hold holds ICB harmless Licensor of and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and indemnifies and agrees to defend ICB against any Action, and any and all direct losses suffered losses, liability, damages and expenses (including reasonable attorneys' fees and expenses) which ICB may incur or incurred by Licensor be obligated to pay, or for which ICB may become liable or be compelled to pay in connection with any action, claim or proceeding by third party claims (a) arising out parties against ICB for or by reason of or resulting from in connection with Licensee's negligent operation of the Laboratory Facility, negligent use of the Patent, Trademarks and/or Technology; and/or any breach of the representations and warranties of Licensee set forth in this Agreement. ICB will give Licensee notice of any action, claim, suit or proceeding in respect of which indemnification may be sought and Licensee shall defend such action, claim, suit or proceeding on behalf of ICB. In the event appropriate action is not taken by Licensee within thirty (30) days after its receipt of any provision of this Agreementnotice from ICB, (b) regarding then ICB shall have the Content (other than Licensed Content) of right, but not the websites associated with Licensed Domain Namesobligation, to defend such action, claim, suit or (c) regarding any Content that was proceeding. Licensor may, subject to a request for removal Licensee's indemnity obligation under this Section 10, be represented by a Governmental Authorityits own counsel in any such action, even if claim, suit or proceeding. In any case, the ICB and the Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, shall keep each other fully advised of all developments and shall cooperate fully with each other in all casesrespects in connection with any such defense as is made. Nothing contained in this Section shall be deemed to limit in any way the indemnification provisions set forth above except that in the event appropriate action is being taken by Licensee, Licensee by counsel reasonably acceptable to ICB, with respect to any not-trademark or intellectual property action, claim, suit or proceeding, ICB shall not be liable permitted to seek indemnification from Licensee for any direct losses suffered attorneys' fees and expenses incurred without the consent of Licensee. In connection with the aforesaid actions, claims and proceedings, the parties shall, where no conflict of interest exists, seek to be represented by common reasonably acceptable counsel. In connection with actions, claims or incurred proceedings involving trademark or other intellectual property matters which are subject to indemnification hereunder, ICB or shall at all times be entitled to be represented by Licensor as a result of Licensor’s failure to provide Licensee with a its own counsel, for whose reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate fees and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor disbursements it shall be conditioned on (x) Licensor’s provision entitled to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)indemnification hereunder.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventor), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) to the extent arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or Permitted Sublicensees in connection with (a) their use of this Agreement, the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (i) the preclinical development and clinical testing of Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under this Agreement. The foregoing indemnification shall not apply to any claim, damage, loss, liability, cost or expense to the extent attributable to the acts or omissions of any licensee of CSMC other than Licensed Content) Licensee or a Permitted Sublicensee, or the negligent activities or intentional misconduct of any of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all casesIndemnified Parties. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorneys’ fees, incurred in enforcing this indemnification action. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensor’s failure any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party, and shall provide a minimum of Three Million Dollars ($3,000,000) in coverage per occurrence. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Licensee shall have first increased its insurance coverage to an aggregate amount that is commercially reasonable and consistent with a reasonable period prevailing business practice for the risks involved. Licensee shall provide CSMC with Certificates of time to remove Content in cases where Insurance within thirty (i30) the basis or nature days of the offense Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with [ * ] = Certain confidential information contained in this document, marked by brackets, has not previously been identified by omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. this Section 8.1, together with copies of the endorsement which specifies CSMC as an additional insured and the declarations page for each such insurance policy. Licensee shall provide CSMC with prompt written notice of any Governmental Authority as offensive material change in coverage under such policies. The certificate of insurance, endorsements and declarations pages (and any renewals or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor replacements thereof), if required, shall be conditioned on (x) Licensorsent to CSMC’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in Technology Transfer Office by electronic mail at XXXxxxXxxxxxxx@xxxx.xxx and by prepaid, first class, certified mail, return receipt requested, at the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defensefollowing address: 0000 X. Xxxxx Xxxxxx, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consentXxxxx #000, not to be unreasonably withheld or delayed)Xxx Xxxxxxx, XX 00000.

Indemnification by Licensee. Subject to Section 10.2, Licensee shall defend, indemnify and hold harmless Licensor Xxxxxxx and any of its Affiliates, and each of its and their respective directors, officers, directorsemployees and agents (each, employees, agents, shareholders, successors and assigns, (collectively, the a “Licensor PartiesXxxxxxx Indemnified Party”) from and against any Action, and any and all direct losses suffered or damages, losses, liabilities, judgments, fines, amounts paid in settlement, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively, “Losses”) incurred by Licensor in connection with any third party claims Xxxxxxx Indemnified Party resulting from any claim, action or proceeding brought or initiated by a Third Party (“Third Party Claim”) against a Xxxxxxx Indemnified Party, to the extent that such Losses arise out of or relate to, directly or indirectly: (a) arising out of or resulting from any the Assumed Liabilities; (b) the breach by Licensee of any provision of this Agreementits representations, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, warranties or covenants set forth herein; (c) regarding the negligence, recklessness or wrongful intentional acts or omissions of any Content that was subject Licensee Indemnified Party; or (d) the Development, Manufacture or Commercialization of any Licensed Compound or Licensed Product by or on behalf of Licensee or any of its Affiliates on or after the Effective Date and during the Term (or any post-termination or post-expiration period pursuant to a request for removal by a Governmental Authority, even if Licensee removes such Content within Section 11.6) with respect to the time period proscribed by the Governmental Authority, provided thatapplicable Program; except, in all caseseach case ((a) through (d)), Licensee shall not be liable for any direct losses suffered to the extent such Losses arise directly or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where indirectly from (i) the basis breach by Xxxxxxx of any of its representations, warranties, or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and covenants set forth herein, (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation negligence, recklessness or wrongful intentional acts or omissions of any Xxxxxxx Indemnified Party, (iii) the Xxxxxxx AR Mutant Activities, or (iv) the Development, Manufacture or Commercialization of any Licensed Compound or Licensed Product by or on behalf of Xxxxxxx or any of its Affiliates prior to indemnify Licensor shall be conditioned on (x) Licensor’s provision the Effective Date or during any post-termination or post-expiration period pursuant to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation Section 11.6 with Licensee in respect to the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)applicable Program.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify and hold harmless Licensor and its Affiliatesharmless, and their defend Licensor, KU, the Kansas Board of Regents and each’s respective officers, directors, employees, agentsInventors, shareholdersaffiliates, successors cooperative organizations, and assigns, agents (collectively, the “Licensor Parties”) from and Indemnitees), against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims claims, suits, losses, damages, costs, liabilities, fees, and expenses (including reasonable attorneys’ fees) (collectively “Claims”) arising out of: (a) arising out of or resulting from any breach by Licensee the exercise of any provision of license granted under this Agreement, ; (b) regarding the Content breach of this Agreement by Licensee, its Affiliates, or its Sublicensees; (other than c) failure by Licensee, its Affiliates, or its Sublicensees to comply with any applicable laws, rules, or regulations, (d) the manufacture, testing, sale, or use of any Licensed Content) of the websites associated with Licensed Domain NamesProduct or License Method, or (ce) regarding any Content that was subject to a request for removal by a Governmental Authoritynegligence, even if Licensee removes intentional misconduct, act, error, or omission of Licensee, its officers, directors, agents, employees, Affiliates, or Sublicensees, except where such Content within Claims directly arise and are solely from the time period proscribed by gross negligence, fraud, or intentional misconduct of the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor. Licensor as a result of Licensor’s failure to will provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt written notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with claim for which a Licensor Indemnitee seeks indemnification. Licensee in shall have sole control over the defense and settlement of such an Action at Licensee’s cost; any Claim under this section provided it does so diligently, in good faith, and (z) Licensee having exclusive control of uses reasonably experienced counsel with expertise in the defenserelevant field, settlement and/or compromise and the Licensor Indemnitees will reasonably cooperate in the defense of such an Action (provided that Claim. Licensee may shall not settle admit fault on a Licensor Indemnitees’ behalf nor enter into any Action in a manner that adversely affects settlement or resolution on the Licensor Indemnitees’ behalf without Licensor’s prior the Licensor Indemnitees’ written consent, —said consent not to be unreasonably withheld withheld. Licensee shall give Licensor prompt and timely written notice of any claim or delayedsuit instituted of which Licensee has knowledge that in any way, directly or indirectly, affects or might affect Licensor Indemnitees, and the Licensor Indemnitees shall have the right at their own expense to participate in the defense of the same with their own counsel(s).

Indemnification by Licensee. Licensee shall agrees to defend, indemnify indemnify, and hold harmless Licensor Isoprene, its affiliates and its Affiliatestheir respective directors, officers, employees and agents and the successors and assigns of any of the foregoing, and the State of Maryland, USM, University, University Related Organizations, and each of their respective current and future regents, directors, trustees, officers, faculty, medical and professional staff, employees, students, trainees, and agents, and their respective officerssuccessors, directorsheirs, employeesand assigns (each individually an “Isoprene Indemnitee” and all, agentscollectively “Isoprene Indemnitees”) against any claim, shareholdersliability, successors cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees, expert witness fees, court costs and assigns, other costs and expenses of litigation at trial and appellate levels) (collectively, the “Licensor PartiesLosses”) from and against any Action, and any and all direct losses suffered or incurred by Licensor or imposed upon any Isoprene Indemnitee in connection with any third party claims claims, suits, actions, demands or other causes of action (acollectively, “Claims”) arising out of or resulting from any relating to: (a) the actions or omissions, failure to comply with applicable laws or regulations, or non-performance or breach of this Agreement of or by Licensee (or any Licensee Affiliate; Licensee Personnel; Sublicensee; or any other Person acting on behalf of any provision of this Agreementor under authorization from Licensee, a Licensee Affiliate, or a Sublicensee); (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain NamesInventions, or Patent Rights by Licensee (or any Licensee Affiliate; Licensee Personnel; Sublicensee; or any other Person acting on behalf of or under authorization from Licensee, a Licensee Affiliate, or a Sublicensee); (c) regarding any Content claim that any Licensed Product, or use thereof, infringes upon the intellectual property rights of any third party; (d) any theory of product liability (including without limitation actions in the form of tort, warranty, or strict liability) concerning any Licensed Product or any other product, process or service made, used, or sold pursuant to any right or license granted under this Agreement; or (e) use by an Indemnitee of a product, process, service, or protocol developed using Patent Rights by Licensee (or any Licensee Affiliate; Licensee Personnel; Sublicensee; or any other Person acting on behalf of or under authorization from Licensee, a Licensee Affiliate, or a Sublicensee), provided the use was subject consistent with any instructions, protocols, or supervision provided or approved by Licensee, the Licensee Affiliate, or the Sublicensee, except to a request for removal by a Governmental Authority, even if Licensee removes the extent any such Content within Claims result from or arise out of the time period proscribed gross negligence or willful misconduct by the Governmental Authority, provided that, in all cases, Licensee shall not be liable Isoprene Indemnitees or any matter for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation which Isoprene is required to indemnify Licensor shall be conditioned on (x) Licensor’s provision the Licensee Indemnitees pursuant to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Section 12.2.2.

Indemnification by Licensee. Licensee shall will, at its sole expense, defend, indemnify indemnify, and hold harmless Licensor and its Affiliates, Affiliates and their respective officers, directors, 54 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. shareholders or owners, employees, agents, shareholders, successors and assigns, agents (collectively, the “Licensor PartiesIndemnitees”) harmless from and against any Action, and any and all direct losses suffered Claims to the extent that such Claims arise out of, are based on, or incurred by Licensor in connection with any third party claims result from (a) arising out of Development or resulting from any breach by Licensee Commercialization of any provision Development Candidates or Products by or on behalf of this AgreementLicensee or its Affiliates or its or their Sublicensees, (b) regarding the Content (other than Licensed Content) breach of the websites associated with Licensed Domain Namesany of Licensee’s obligations under this Agreement, including Licensee’s representations and warranties, covenants and agreements or (c) regarding any Content that was subject to a request for removal by a Governmental Authoritythe willful misconduct or negligent acts of Licensee, even if its Affiliates, or the officers, directors, employees, or agents of Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall or its Affiliates. The foregoing indemnity obligation will not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where apply (i) to the basis or nature extent that (x) the Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensee’s defense of the offense has not previously been identified relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensor or its Affiliates, or any Governmental Authority as offensive related breach by Licensor of its representations, warranties or inappropriate and covenants hereunder; or (ii) Licensee to Claims for which Licensor has not also received notice from the Governmental Authority. Licensee’s an obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision Licensee pursuant to Licensee Section 11.1, as to which Claims each Party will indemnify the other to the extent of prompt notice of its respective liability for such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Claims.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor in connection with any third party expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to the extent arising out of Third Party claims or suits [***]: (a) arising out the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or resulting from any breach by Licensee Sublicensees and its or their respective directors, officers, employees and agents, in the performance of any provision the Licensee’s obligations or exercise of Licensee’s rights under this Agreement, ; (b) regarding the Content (other than Licensed Content) any material breach of the websites associated with Licensed Domain Names, or this Agreement by Licensee; (c) regarding the development, manufacturing or commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; and (d) any Content enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights. provided that was subject Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from [***]. 9.1.2 As a condition to a request Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not which indemnification may be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee)sought pursuant hereto; (yb) Licensor’s reasonable cooperation fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee in the defense and defense, settlement or compromise of such an Action at Licensee’s costclaim or suit; and (zc) permit the Licensee having exclusive to control of the defense, settlement and/or or compromise of such an Action (provided that claim or suit, including the right to select defense counsel. In no event, however, may Licensee may not compromise or settle any Action claim or suit in a manner that adversely affects Licensor which (i) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without Licensor’s the prior written consentconsent of Penn, or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 3. Penn shall fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its counsel in the course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation providing or making available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, a Penn Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party claim or suit subject to indemnification under Section 9.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, such that representation by Licensee and Penn or such other Penn Indemnitee by the same legal counsel due to a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any reasonable, documented out-of-pocket attorney’s fees and litigation expenses of such Penn Indemnitee directly or reimburse Penn within [***] of Licensee’s receipt of invoices for such fees and expenses. 9.1.4 In no event shall Licensee be liable under this Section 9.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld withheld, conditioned or delayed).

Indemnification by Licensee. Licensee shall defendagrees to indemnify, indemnify and hold harmless and defend Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, Licensor Representatives (collectively, the “Licensor Indemnified Parties”) from and against any Actionfrom, against, and with respect to any and all direct losses suffered or incurred by Licensor in connection with any third party claims Claims arising out of (a) arising out of or resulting from any the breach by Licensee of any provision representation, warranty or covenant of Licensee under this Agreement, (b) regarding the Content (other than production of any Licensed Content) of the websites associated with Licensed Domain Names, or Product and (c) regarding the combination of Licensed Technology with any Content that was subject to a request for removal by a Governmental Authorityother technology, even if Licensee removes product, component or good. In the event of any such Content within the time period proscribed by the Governmental Authority, provided that, in all casesClaim, Licensee shall not be liable for any direct losses suffered or incurred by defend the Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content Indemnified Parties in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action question at Licensee’s cost; and (z) Licensee having exclusive control of the defensesole expense by counsel selected by Licensee, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without subject to approval by Licensor’s prior written consent, which approval is not to be unreasonably withheld or delayed. The settlement of a Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensee of monetary damages, shall require Licensor’s prior approval; provided that if Licensor does not approve any such settlement and, after Licensee’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensee and disapproved by Licensor, then Licensor shall be responsible to pay any such excess amount, plus Licensee’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees). In addition, Licensor Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensee’s counsel in the defense of any Claim indemnified under this Section 11.1; provided that if Licensor reasonably determines there are Claims or defenses available to Licensor Indemnified Parties which are not otherwise available to Licensee or if a conflict of interest exists between Licensee and Licensor Indemnified Parties, or if Licensee fails to diligently prosecute any such Claim with competent counsel, then Licensor Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensee. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensee of monetary damages shall require Licensor’s prior approval; provided that if Licensor does not approve any such settlement and, after Licensee’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensee and disapproved by Licensor, then Licensor shall be responsible to pay any such excess amount, plus Licensee’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees).

Indemnification by Licensee. Subject to the limitations set forth in this Agreement, Licensee shall defend, indemnify and hold MIPS harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims action brought against MIPS as a result of: (a) arising out of a claim based upon an infringement or resulting from any breach by Licensee alleged infringement of any provision Intellectual Property Right of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where third party by: (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and manufacturing process used to manufacture Licensee Chips, (ii) any modification or enhancement to any MIPS Deliverable made by or for Licensee has or made by MIPS at Licensee's request, (iii) the use of a version of MIPS Deliverables in the design of a Licensee Chip that is not also received notice covered for indemnification under Section 3.2 with respect to that Licensee Chip, or (iv) the use of any Licensed Hard Core Implementation, Licensee Chip or MIPS Deliverables outside the scope of the licenses hereunder or in combination with other technology, equipment or software not provided by MIPS; or (b) a claim arising from any false or misleading representation made by License: or its agents regarding any MIPS Technology, Licensed MIPS Core, Licensed Hard Core Implementation, and/or Licensee Chip, or otherwise arising from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to marketing or distribution practices adopted by Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation or its agents in connection with Licensee Chips; provided that MIPS: (A) promptly notifies Licensee in writing of any such claim, and (B) reasonably cooperates with Licensee, at Licensee's expense, in defending or settling such claim. Licensee shall have sole control of the defense and all related settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defensenegotiations, settlement and/or compromise of such an Action (provided however that Licensee may not settle enter into any Action in a manner that adversely affects Licensor settlement providing for any restriction on MIPS or any MIPS Technology without Licensor’s prior written MIPS' consent, not and provided further that MIPS shall have the right to be unreasonably withheld or delayedrepresented by its own attorney at its expense. Except as otherwise expressly set forth in section 12.1.2 above, THIS SECTION 12.2 STATES LICENSEE'S ENTIRE LIABILITY FOR INFRINGEMENT. 13. LIMITATION OF LIABILITY. EXCEPT FOR BREACHES OF SECTION 2 ("LICENSE GRANTS") AND SECTION 10 ("CONFIDENTIAL INFORMATION"), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. IN NO EVENT SHALL MIPS' TOTAL LIABILITY UNDER THIS AGREEMENT, INCLUDING ITS LIABILITY UNDER SECTION 12.1 ("INDEMNIFICATION BY MIPS"), EXCEED THE LESSER OF THE LICENSE FEES PAID FOR THE LICENSED MIPS CORE THAT 1S THE SUBJECT MATTER OF THE CLAIMS OR $1,000,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL MIPS BE LIABLE FOR ANY DAMAGES RELATING TO OR RESULTING FROM THE USE OF MIPS TECHNOLOGY IN PRODUCTS USED FOR AVIATION, MEDICAL, NUCLEAR OR ULTRA HAZARDOUS PURPOSES OR FOR ANY DAMAGES OWED TO THIRD PARTIES RELATING TO TECHNOLOGY NOT PROVIDED BY MIPS. LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED AS SET FORTH HEREIN, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 14.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and Licensor, its Affiliatesaffiliates, and their respective officers, directors, employees, employees and agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct judgments, damages, costs or losses suffered of any kind (including reasonable attorneys’ and experts’ fees) as a result of any claim, action or incurred by Licensor in connection with any third party claims (a) arising proceeding that arises out of or resulting from any relates to (i) a material breach by Licensee of any provision of its representations or warranties under this Agreement, or (bii) regarding the Content Licensee Products; provided, however that (other than Licensed Contenti) Licensor notifies Licensee promptly of any such claim, action or proceeding, (ii) Licensor grants Licensee control of its defense and/or settlement, (iii) Licensor cooperates with Licensee in the websites associated with Licensed Domain Namesdefense thereof. Licensee shall periodically reimburse Licensor for its reasonable expenses incurred under this Subsection 12.1. Licensor shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder; provided, however, it shall have no right to control the defense, consent to judgment, or agree to settle any such claim, action, or proceeding without the written consent of Licensee without waiving the indemnity hereunder. Licensee, in the defense of any such claim, action or proceeding, except with the written consent of Licensor, shall not consent to entry of any judgment or enter into any settlement which either (ci) regarding any Content that was subject to a request for removal by a Governmental Authoritydoes not include, even if Licensee removes such Content within as an unconditional term, the time period proscribed grant by the Governmental Authority, provided that, claimant to Licensor of a release of all liabilities in all casesrespect of such claims or (ii) otherwise adversely affects the rights of Licensor. The foregoing notwithstanding, Licensee shall not be liable for required to indemnify Licensor to the extent any direct losses suffered claims, actions or incurred by Licensor as a result proceedings arise out of Licensor’s failure or relate to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis a breach by Licensor of its representations or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and warranties made herein, (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on any third party claim alleging that a Product or Intellectual Property licensed hereunder violates or infringes any proprietary right of any third party, or (xiii) Licensor’s gross negligence or willful misconduct. This provision to Licensee shall survive the termination or expiration of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)this Agreement.

Indemnification by Licensee. (a) Subject to Section 8.1 (Limitation of Liability), Licensee shall defendindemnify, indemnify defend and hold harmless Licensor and its Affiliatesaffiliates, and their respective subsidiaries, partners, principals, officers, directors, employees, agents, shareholders, successors agents and assigns, (collectively, the “Licensor Parties”) from and permitted assigns against any Actioncosts, loss, damages or liabilities that arise out of, or in connection with, any intellectual property infringement lawsuit brought by any third party against Licensor with respect to Licensee's manufacture, distribution, sale, export or import of the SI Bioreactor Vessel System to the extent that such infringement action is based on the Licensee's SI Bioreactor Vessel System, but excluding any claim based on use of the UMBC Patent Rights and UMBC Know-how hereunder or the Bioreactor Vessels as covered in Section 7.1 above. (b) Subject to Section 8.1 (Limitation of Liability), Licensee shall indemnify, defend and hold harmless Licensor and UMBC and each of their respective affiliates, subsidiaries, partners, principals, officers, directors, employees, agents and permitted assigns against any and all direct losses suffered costs, loss, damages or incurred by Licensor liabilities that arise out of or in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, including any inaccuracy or breach of any representation, warranty or covenant of Licensee contained herein and any unauthorized modification or alteration by Licensee (b) regarding the Content (other than Licensed Contentor any third party on behalf of Licensee) of the websites associated with Licensed Domain NamesUMBC Know-how (or any part or element thereof), the UMBC Patent Rights (or any part or element thereof). (c) regarding any Content that was subject to a request for removal by a Governmental AuthorityLicensee, even if Licensee removes at its own expense, shall defend all such Content suits or actions within the time period proscribed by the Governmental Authorityscope of its indemnity obligations under this Section 7.2, provided thatLicensee is promptly notified of such suits or actions, given access to all evidence in Licensor's possession, and given reasonable assistance by Licensor in Licensee's sole control of defense thereof and all cases, negotiations for its settlement or compromise. Licensee shall not be liable have no liability to Licensor for any direct losses suffered settlement or compromise incurred or made by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. without Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s 's prior written consent, consent (which consent shall not to unreasonably be unreasonably withheld or delayed). Licensor's failure to give prompt notice will not vitiate Licensee's indemnity obligations unless the late notice has materially prejudiced Licensee's right of defense.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventors), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision of this AgreementLicensee, its Affiliates or Permitted Sublicensees in connection with (a) their use the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorney’s fees, incurred in enforcing this indemnification provision. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensorany investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Within one hundred and twenty (120) days following the Original Effective Date, Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party and shall provide a minimum of $1,000,000 in coverage per occurrence. Upon initiation of any human clinical studies of Products, Licensee shall increase its insurance coverage to a minimum of $10,000,000 in the aggregate or such lower amount as approved by CSMC’s failure Risk Management Director in writing at such time. Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. If the parties determine that evidence of Licensee’s insurance coverage is necessary and appropriate, within thirty (30) days of the Original Effective Date (subject to extension if reasonably required) and annually thereafter, Licensee shall provide Licensee CSMC with a reasonable period certificate of time to remove Content in cases where (i) insurance issued by the basis or nature appropriate insurance company evidencing the insurance coverage required by this Section 8.1, together with copies of the offense has not previously been identified by endorsement which specifies CSMC as an additional insured and the declarations page for each such insurance policy. The certificate of insurance, endorsements and declarations pages (and any Governmental Authority as offensive renewals or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor replacements thereof), if required, shall be conditioned on (x) Licensorsent to CSMC’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in Technology Transfer Office by electronic mail at CSTechTrxxxxxx@xxxx.xxx xxx xx prepaid, first class, certified mail, return receipt requested, at the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defensefollowing address: 8797 Bevxxxx Xxxxxxxxx, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consentSuite 206, not to be unreasonably withheld or delayed)Los Angeles, CA 90048.

Indemnification by Licensee. Notwithstanding the limitations in Sections 6.4 and 6.5, other than (i) for claims arising out of the gross negligence, willful misconduct or criminal act of, or any breach of Section 3.4 hereof by Licensor and/or its Affiliates, agents or employees or (ii) any claims, lawsuits, or demands that the Licensed Technology infringes any patent, copyright, trade secret or trade-xxxx right of any Person, Licensee shall defendwill hold harmless, defend and indemnify and hold harmless Licensor and and/or its Affiliates, and each of their respective employees, officers, directors, employees, agents, shareholders, successors licensees and assigns, (collectively, the “Licensor Parties”) customers from and against any Actionclaims, and lawsuits, or demands of third parties that directly arise from the use of the Licensed Technology, Content or the Licensee Services by Licensee or its Customers, or any and all direct losses suffered non-payment of taxes required under Section 5.4 hereof, or incurred any breach by Licensor in connection with any third party claims Licensee, its agents or employees of Section 3.4 hereof, provided that: (a) arising out Licensor and/or its Affiliates provide prompt written notice of or resulting from any breach by Licensee of any provision of this Agreement, the claim to Licensee; (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. and/or its Affiliates co-operates at Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation 's expense with Licensee in the defense and settlement of such an Action at Licensee’s cost; and claim; (zc) Licensor and/or its Affiliates affords Licensee having exclusive sole control of the defense and all related settlement negotiations, provided Licensee conducts the defense or settlement negotiations diligently and that any proposed settlement has no material adverse effect on Licensor and/or its Affiliates; and (d) Licensor and/or its Affiliates do not attempt to settle any claim on behalf of Licensee. If Licensee does not inform Licensor within ten (10) business days after receipt of notice of any such claim of its decision to defend and of the identity of counsel retained for the defense, Licensor may retain counsel and conduct the defense of the claim as it may in its discretion deem proper, at Licensee's cost and expense. In effecting the settlement and/or compromise of the claim, Licensor shall act in good faith, shall consult with Licensee and shall enter into only such an Action settlement as Licensee approves (provided that Licensee may which approval shall not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayedand which shall be implied if Licensee does not respond within ten (10) calendar days after Licensor notifies Licensee of the proposed settlement). The provisions of this Article VI other than Section 6.1 shall remain in force and effect after the termination of this Agreement.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify hold harmless, and hold harmless Licensor and defend Ligand, its Affiliates, and their respective officersequity holders, partners (general and/or limited), managers, directors, employeesofficers, agents, shareholders, successors employees and assigns, agents (collectively, the “Licensor PartiesLigand Indemnitees”) from and against any Action, and any and all Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) finally awarded to a Third Party by a court of competent jurisdiction or agreed to in a settlement approved by Licensee that result from any claim made or brought against a Ligand Indemnitee by or on behalf of such Third Party and, subject to Section 8.3 (Procedure), any direct losses suffered or out-of-pocket costs and expenses (including reasonable attorneys’ fees) (“Litigation Costs”) incurred by Licensor a Ligand Indemnitee while investigating or conducting the defense of such Third Party claim, in connection with any third party claims such case, solely to the extent such claim is directly based on or directly arises out of (a) arising out of or resulting from any the material breach by Licensee of any provision of representation, warranty or covenant contained in this Agreement, (b) regarding the Content negligence or willful misconduct by or of any Licensee Indemnitee, (other than Licensed Contentc) the Development, manufacturing and/or commercialization of a Product by Licensee or its Affiliates or Sublicensees (including product liability), (d) Licensee’s contractual agreements with Third Parties during the websites associated with Licensed Domain NamesTerm, or (ce) regarding infringement or misappropriation of Patent or other Intellectual Property Rights or Know-How by any Content Licensee Indemnitees; provided, that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s have no obligation to indemnify Licensor shall be conditioned on the Ligand Indemnitees to the extent that the Losses or Litigation Costs arise out of or result from, directly or indirectly, a claim for which Licensee is obligated to indemnify a Ligand Indemnitee under Section 8.2 (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayedIndemnification by Ligand).

Indemnification by Licensee. Subject to Section 8.2 hereof. Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventor), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses suffered third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) to the extent arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or Permitted Sublicensees in connection with (a) their use of this Agreement, the Patent Rights and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Content) i)the preclinical development and clinical testing of the websites associated with Licensed Domain NamesProducts, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under this Agreement. The foregoing indemnification shall not apply to any claim, damage, loss, liability, cost or expense to the extent attributable to the negligent activities or intentional misconduct of any of the Indemnified Parties. As part of its obligations hereunder. Licensee has shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall agree to the compromise or disposition of or enter into any settlement of any such Action without first obtaining prior written approval of Licensee. Licensee shall pay all reasonable, documented costs, including attorneys’ fees, incurred in enforcing this indemnification action. Should CSMC or any other Indemnified Party not also received notice from promptly notify Licensee in writing of or afford Licensee the Governmental Authority. Licensee’s obligation right to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of defend any such an Action (except where Action, or should CSMC or any delay does other Indemnified Party not materially prejudice Licensee); (y) Licensor’s reasonable cooperation cooperate with Licensee in the defense and or settlement of such an Action or obtain the prior written approval of Licensee to any such settlement or other compromise or disposition of such Action, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its reasonable, documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Notwithstanding the foregoing, Licensee’s cost; indemnification obligations hereunder shall not exceed an amount equal to the sum of (a) the market capitalization of Licensee: plus (b) the aggregate amount of Licensee’s insurance coverage. Such insurance policies shall name CSMC as an additional insured party, and shall provide a minimum of Three Million Dollars (z$3,000,000) in coverage per occurrence. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Licensee having exclusive control shall have first increased its insurance coverage to an aggregate amount that in Licensee’s reasonable judgment, is commercially reasonable and consistent with prevailing business practice for the risks involved. Licensee shall provide CSMC with Certificates of Insurance within thirty (30) days of the defenseEffective Date (subject to extension if reasonably required) and annually thereafter, settlement and/or compromise evidencing the policies required in accordance with this Section 8.1, together with copies of the endorsement which specifies CSMC as an additional insured and the declarations page for each such an Action insurance policy. Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. The certificate of insurance, endorsements and declarations pages (provided that Licensee may not settle and any Action in a manner that adversely affects Licensor without Licensorrenewals or replacements thereof), if required, shall be sent to CSMC’s prior written consent, not to be unreasonably withheld or delayed)Technology Transfer Office by electronic mail at CXXxxxXxxxxxxx@xxxx.xxx.

Indemnification by Licensee. Licensee shall defend, LICENSEE agrees to indemnify and hold harmless Licensor and OWNER, its Affiliates, and their respective officers, directorsofficials, employees, agents, shareholders, successors and assigns, agents (collectively, the "OWNER INDEMNIFIED PARTIES") from any act or omission of LICENSEE which liability arises out of any lawsuit, legal proceeding, action, claim or demand (collectively, “Licensor PartiesClaim”) from and against based upon: 1. Any alleged defect in the LICENSED ARTICLES or the use or condition thereof; 2. Any alleged violation, infringement, unauthorized use, or misappropriation of any Actionintellectual property of any third parties arising under or in conjunction with the manufacture, sale, and/or use of any LICENSED ARTICLES; 3. Any breach or violation of any warranty, representation, term, or condition of this Agreement by LICENSEE, any MANUFACTURER, or any DISTRIBUTOR; or 4. Any breach or violation of any law or regulation by LICENSEE, any MANUFACTURER, or any DISTRIBUTOR. This indemnification shall include all damages, interest payments, reasonable attorney's fees, costs, and any and all direct losses suffered expenses which may be levied against or incurred by Licensor in connection OWNER INDEMNIFIED PARTIES, including costs of collection of all amounts owed to OWNER by LICENSEE and costs of all actions by OWNER against LICENSEE to enforce LICENSEE's compliance with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s This obligation to indemnify Licensor and hold harmless OWNER INDEMNIFIED PARTIES shall be conditioned not apply to any Claim which is solely due to the negligence or wrongful acts of OWNER INDEMNIFIED PARTIES, or any alleged copyright or trademark infringement which is based on (x) Licensor’s provision to Licensee a claim that the approved use by LICENSEE of prompt notice the PROPERTY infringes the copyright or trademark rights of such an Action third parties. LICENSEE understands that OWNER must be defended in all litigation by the U.S. Department of Justice (except where any delay does “DOJ”) unless DOJ authorizes a different arrangement. Accordingly, LICENSEE shall not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in undertake to conduct the defense and and/or settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control any Claim except upon approval of the defense, settlement and/or compromise of such an Action (provided that Licensee may OWNER. LICENSEE shall not settle any Action Claim in a manner that adversely affects Licensor respect of which indemnity may be sought hereunder, whether or not any OWNER INDEMNIFIED PARTY is an actual or potential party to such Claim without Licensor’s OWNER's prior written consent, it being expected that such consent would not be withheld with respect to be unreasonably withheld any proposed settlement (i) in which all plaintiffs or delayed)claimants affirmatively and unconditionally absolve and release each OWNER INDEMNIFIED PARTY from any responsibility or liability with respect thereto and the subject matter thereof, (ii) which does not impose any actual or potential liability upon any OWNER INDEMNIFIED PARTY, and (iii) which does not contain or imply a factual admission by or with respect to any OWNER INDEMNIFIED PARTY or any adverse statement or implication with respect to the character, professionalism, due care, loyalty, expertise, or reputation of any OWNER INDEMNIFIED PARTY or any action or inaction by any OWNER INDEMNIFIED PARTY. Compliance by LICENSEE with the insurance provision of this Agreement shall not relieve LICENSEE from liability under this indemnity provision. In the event OWNER approves of LICENSEE’S defense of any Claim hereunder, OWNER shall cooperate fully with LICENSEE’s defense of such Claim at LICENSEE’s sole cost and expense. OWNER shall give notice to the LICENSEE within fifteen (15) business days after learning of such claim, demand or cause of action, but failure to do so in such time period shall only relieve the LICENSEE of its obligations to indemnify to the extent such delay actually prejudices the LICENSEE.

Indemnification by Licensee. Licensee shall defend, indemnify and hold Sony harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Actionand all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigations costs, and including costs incurred in the settlement or avoidance of any and all direct losses suffered such claim, which result from or incurred are in connection with (i) a breach of any of the representations or warranties provided by Licensor Licensee herein, including without limitation claims resulting from Licensee's failure to timely pay, any withholding taxes or other assessments as set forth in Section 9 hereto or any breach of Licensee's confidentiality obligations as set forth in Section 14 hereto; or (ii) any claim of infringement or alleged infringement of any third party's Intellectual Property Rights with respect to the Licensee Software; or (iii) any claims of or in connection with any third party claims bodily injury (aincluding death) or property damage, by whomsoever such claim is made, arising out of, in whole or in part, the sale and/or use of or resulting from any breach of the Licensed Products manufactured by Sony hereunder, unless due to the negligence of Sony in performing any of the specific duties and/or providing any of the specific manufacturing services required of it hereunder; provided, however, that Sony shall give prompt written notice to Licensee of the assertion of any provision of this Agreementsuch claim, (b) regarding and provided, further, that Licensee shall have the Content (other than Licensed Content) of right to select counsel and control the websites associated with Licensed Domain Namesdefense and/or settlement thereof, or (c) regarding any Content that was subject to the right of Sony to participate in any such action or proceeding at its own expense with counsel of its own choosing. Licensee shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Licensee. Sony shall provide Licensee, at no expense to Sony, reasonable assistance and cooperation concerning any such matter. If Sony is joined as a request for removal party to any lawsuit initiated by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all casesor against Licensee, Licensee shall indemnify and hold Sony harmless from and against all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys and court costs, incurred in connection with any such lawsuit. Sony shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure agree to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of any such an Action at claim, action or proceeding without Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s 's prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventor), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses suffered third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) to the extent arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or Permitted Sublicensees in connection with (a) their use of this Agreement, the Patent Rights and/or (b) regarding the Content (other than Licensed Content) exercise of the websites associated with Licensed Domain Namestheir rights hereunder or under any sublicense, or (c) regarding any Content that was subject including, but not limited to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature preclinical development and clinical testing of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under this Agreement. The foregoing indemnification shall not apply to any claim, damage, loss, liability, cost or expense to the extent attributable to the negligent activities or intentional misconduct of any of the Indemnified Parties. As part of its obligations hereunder, Licensee has shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall agree to the compromise or disposition of or enter into any settlement of any such Action without first obtaining prior written approval of Licensee. Licensee shall pay all reasonable, documented costs, including attorneys’ fees, incurred in enforcing this indemnification action. Should CSMC or any other Indemnified Party not also received notice from promptly notify Licensee in writing of or afford Licensee the Governmental Authority. Licensee’s obligation right to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of defend any such an Action (except where Action, or should CSMC or any delay does other Indemnified Party not materially prejudice Licensee); (y) Licensor’s reasonable cooperation cooperate with Licensee in the defense and or settlement of such an Action or obtain the prior written approval of Licensee to any such settlement or other compromise or disposition of such Action, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its reasonable, documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Notwithstanding the foregoing, Licensee’s costindemnification obligations hereunder shall not exceed an amount equal to the sum of (a) the market capitalization of Licensee; plus (b) the aggregate amount of Licensee’s insurance coverage. Such insurance policies shall name CSMC as an additional insured party, and shall provide a minimum of Three Million Dollars (zS3,000,000) in coverage per occurrence. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Licensee having exclusive control shall have first increased its insurance coverage to an aggregate amount that in Licensee’s reasonable judgment, is commercially reasonable and consistent with prevailing business practice for the risks involved. Licensee shall provide CSMC with Certificates of Insurance within thirty (30) days of the defenseEffective Date (subject to extension if reasonably required) and annually thereafter, settlement and/or compromise evidencing the policies required in accordance with this Section 8.1, together with copies of the endorsement which specifies CSMC as an additional insured and the declarations page for each such an Action insurance policy. Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. The certificate of insurance, endorsements and declarations pages (provided that Licensee may not settle and any Action in a manner that adversely affects Licensor without Licensorrenewals or replacements thereof), if required, shall be sent to CSMC’s prior written consent, not to be unreasonably withheld or delayed)Technology Transfer Office by electronic mail at CXXxxxXxxxxxxx@xxxx.xxx.

Indemnification by Licensee. Licensee shall defendindemnify VD after the Term hereof against all claims, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, liabilities (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor including settlements entertain into in connection good faith with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written VDI's consent, not to be unreasonably withheld withheld) and expenses (including unreasonable attorneys' fees) arising out of Licensee's activities hereunder, or delayed)out of any defect (whether obvious or hidden and whether or not present in any sample Licensed Product approved by VDI) in a Licensed Product, or arising from personal injury or any infringement of any rights of any other Person by the manufacture, sale, possession or use of Licensed Products, or their failure to comply with applicable laws, regulations and standards. The parties indemnified hereunder include VDI, and its parents, subsidiaries and affiliates, and co-producers and co-venturers of VDI. VDI's licensors, its and their subsidiaries, its and their officers, directors, employees and agents. This indemnity shall not apply to any claim or liability relating to any infringement of the copyright of a third party caused by VDI's utilization of the Licensed Products and Trademarks in accordance with this Agreement. With respect to the foregoing indemnity, Licensee shall defend and hold harmless Indemnified Parties and each of them at no cost or expense to them whatsoever, including but not limited to reasonable attorneys' fees and court costs. VDI shall have the right but not the obligation to defend any such action or proceeding at its own expense with attorneys of its own selection. ["Provided that prompt written notice of any claim is given to Licensee and Licensee shall have the right to defend by counsel of its own choosing.]

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventors), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan "Indemnified Party", successors and assigns, (collectively, the “Licensor "Indemnified Parties”") from and against any Action, and any and all direct losses claims, damages, losses, costs and expenses (including reasonable attorneys' fees and expenses and costs of investigation) (collectively, "Losses") suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, litigation, arbitration or dispute of any kind (a"Action") arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision of this AgreementLicensee, its Affiliates or permitted sublicensees in connection with (a) their use the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under this Agreement; provided, however, that Licensee shall have no obligation under this Section 8.1 with respect to any Content that was subject Losses in any Action to a request for removal by a Governmental Authority, even if Licensee removes the extent such Content within the time period proscribed Losses are caused by the Governmental Authority, provided that, in all casesgross negligence or willful misconduct of an Indemnified Party. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys' fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensor’s failure any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall (A) name CSMC as an additional insured party, (B) provide minimum amounts in coverage per occurrence that are standard and customary for similarly situated companies in the industry in which Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate conducts business, and (iiC) provide for a thirty (30) day notice to CSMC of any material change in such policies. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Licensee has not also received notice from the Governmental Authority. Licensee’s obligation shall have first increased its insurance coverage to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee a minimum amount in the defense aggregate that is standard and settlement customary for similarly situated companies in the industry in which Licensee conducts business. Licensee shall provide CSMC with Certificates of such an Action at Licensee’s cost; Insurance upon request, and (z) Licensee having exclusive control of annually thereafter, evidencing the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action policies required in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)accordance with this Section 8.1.

Indemnification by Licensee. 21.1 Licensee shall, at its own expense, defend or at its option, settle any claim, suit or proceeding brought by a third party against Artisan Components or its officers, directors or employees (i) for any product liability claim for death, personal injury or property damage related to the Licensed Integrated Circuits (ii) Licensee's gross negligence or willful misconduct, and (iii) Artisan Components' authorized use of the Required Data. Licensee shall defendpay any settlement amounts or damages finally awarded in such claim, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered suit or incurred by Licensor in connection with any third party claims proceeding; provided that Artisan Components: (a) arising out promptly notifies Licensee in writing of such claim, suit or resulting from any breach by Licensee of any provision of this Agreementproceeding, (b) regarding gives Licensee sole control over the Content (other than Licensed Content) defense and/or settlement of the websites associated with Licensed Domain Namessuch claim, suit or proceeding; and (c) regarding any Content that was subject reasonably cooperates and provides all available information, assistance and authority to a request for removal by a Governmental Authoritydefend or settle the claim, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, suit or proceeding. Licensee shall not be liable for any direct losses suffered costs, expenses, damages or fees incurred by Licensor as Artisan Components in defending such action or claim unless authorized in advance in writing by Licensee. -------------------------- [***] Confidential treatment requested pursuant to a result request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 21.2 The Licensed Product(s) are not specifically developed or licensed for use in the planning, construction, maintenance, operation or other use of Licensor’s failure military/aerospace and life support applications. Licensee agrees that Artisan Components shall not be liable for any claims, losses, costs or liabilities arising from such use if Licensee or its distributors or customers use the Licensed Product(s) for such applications (except those that would otherwise arise under this Agreement). Licensee agrees to provide Licensee indemnify and hold Artisan Components harmless from any claims, losses, costs, and liabilities arising out of or in connection with a reasonable period of time to remove Content in cases where (i) the basis or nature use of the offense has not previously been identified Licensed Product(s) or Licensed Integrated Circuits in (a) life support applications, or (b) military/aerospace applications, if such Licensed Integrated Circuits were marketed and sold as having increased reliability in military/aerospace applications due to additional testing performed by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)its agents.

Indemnification by Licensee. Licensee shall defendagrees to indemnify, indemnify and hold harmless and defend Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, Licensor Representatives (collectively, the “Licensor Indemnified Parties”) from and against any Actionfrom, against, and with respect to any and all direct losses suffered or incurred by Licensor in connection with any third party claims Claims arising out of (a) arising out of or resulting from any the breach by Licensee of any provision representation, warranty or covenant of Licensee under this Agreement, (b) regarding the Content (other than production of any Licensed Content) of the websites associated with Licensed Domain Names, or Product and (c) regarding the combination of Licensed Technology with any Content that was subject to a request for removal by a Governmental Authorityother technology, even if Licensee removes product, component or good. In the event of any such Content within the time period proscribed by the Governmental Authority, provided that, in all casesClaim, Licensee shall not be liable for any direct losses suffered or incurred by defend the Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content Indemnified Parties in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action question at Licensee’s cost; and (z) Licensee having exclusive control of the defensesole expense by counsel selected by Licensee, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without subject to approval by Licensor’s prior written consent, which approval is not to be unreasonably withheld or delayed. The settlement of a Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensee of monetary damages, shall require Licensor’s prior approval; provided that if Licensor does not approve any such settlement and, after Licensee’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensee and disapproved by Licensor, then Licensor shall be responsible to pay any such excess amount, plus Licensee’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees).. In addition, Licensor Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensee’s counsel in the defense of any Claim indemnified under this Section 11.1; provided that if Licensor reasonably determines there are Claims or defenses available to Licensor Indemnified Parties which are not otherwise available to Licensee or if a conflict of interest exists between Licensee and Licensor Indemnified Parties, or if Licensee fails to diligently prosecute any such Claim with competent counsel, then Licensor Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventors), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision of this AgreementLicensee, its Affiliates or Permitted Sublicensees in connection with (a) their use the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorney’s fees, incurred in enforcing this indemnification provision. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensorany investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party and shall provide a minimum of $3,000,000 in coverage per occurrence. Upon initiation of any human clinical studies of Products, Licensee shall have first increased its insurance coverage to a minimum of $10,000,000 in the aggregate. Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. If the parties determine that evidence of Licensee’s failure insurance coverage is necessary and appropriate, within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, Licensee shall provide Licensee CSMC with a reasonable period certificate of time to remove Content in cases where (i) insurance issued by the basis or nature appropriate insurance company evidencing the insurance coverage required by this Section 8.1, together with copies of the offense has not previously been identified by endorsement which specifies CSMC as an additional insured and the declarations page for each such insurance policy. The certificate of insurance, endorsements and declarations pages (and any Governmental Authority as offensive renewals or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor replacements thereof), if required, shall be conditioned on (x) Licensorsent to CSMC’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action Technology Transfer Office by electronic mail at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)CXXxxxXxxxxxxx@xxxx.xxx.

Indemnification by Licensee. 7.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor in connection with any third party expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to (a) arising out this Agreement or any Sublicense, including (i) the development, testing, use, manufacture, promotion, sale or other disposition of any Product (including any product liability claim), (ii) any enforcement action or resulting from suit brought by Licensee against a Third Party for infringement of Penn Patent Rights, (iii) any claim by a Third Party that the practice of Penn Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such Third Party, (iv) any breach by Licensee of any provision of this AgreementAgreement or Laws by Licensee, its Affiliates or Sublicensees and (b) regarding Licensee’s negligence, omissions or willful misconduct, provided that Licensee’s obligations pursuant to this Section 7.1 shall not apply to the Content extent such claims or suits result from the negligence, gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 7.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 7.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other than Licensed ContentPenn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of the websites associated with Licensed Domain NamesPenn (which consent shall not be unreasonably withheld, delayed or conditioned), or (c) regarding grant any Content rights under the Penn Patent Rights except for Sublicenses permitted under Article 2. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 7.1.3 Notwithstanding Section 7.1.2 above, in the event that was Penn believes in good faith that a bonafide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to a request for removal indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by a Governmental Authorityselecting its own counsel, even if with any [***]. Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)will [***].

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and Licensor, its Affiliatesaffiliates, and their respective officers, directors, employees, employees and agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct judgments, damages, costs or losses suffered of any kind (including reasonable attorneys’ and experts’ fees) as a result of any claim, action or incurred by Licensor in connection with any third party claims (a) arising proceeding that arises out of or resulting from any relates to (i) a material breach by Licensee of any provision of its representations or warranties under this Master Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (cii) regarding the Licensee Products; provided, however that (i) Licensor notifies Licensee promptly of any Content that was subject such claim, action or proceeding, (ii) Licensor grants Licensee control of its defense and/or settlement, (iii) Licensor cooperates with Licensee in the defense thereof. Licensee shall periodically reimburse Licensor for its reasonable expenses incurred under this Subsection 12.1. Licensor shall have the right, at its own expense, to a request for removal by a Governmental Authorityparticipate in the defense of any claim, even if action or proceeding against which it is indemnified hereunder; provided, however, it shall have no right to control the defense, consent to judgment, or agree to settle any such claim, action, or proceeding without the written consent of Licensee removes without waiving the indemnity hereunder. Licensee, in the defense of any such Content within claim, action or proceeding, except with the time period proscribed written consent of Licensor, shall not consent to entry of any judgment or enter into any settlement which either (i) does not include, as an unconditional term, the grant by the Governmental Authority, provided that, claimant to Licensor of a release of all liabilities in all casesrespect of such claims or (ii) otherwise adversely affects the rights of Licensor. The foregoing notwithstanding, Licensee shall not be liable for required to indemnify Licensor to the extent any direct losses suffered claims, actions or incurred by Licensor as a result proceedings arise out of Licensor’s failure or relate to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis a breach by Licensor of its representations or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and warranties made herein, (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on any third party claim alleging that a Product or Intellectual Property licensed hereunder violates or infringes any proprietary right of any third party, or (xiii) Licensor’s gross negligence or willful misconduct. This provision to Licensee shall survive the termination or expiration of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)this Master Agreement.

Indemnification by Licensee. Licensee shall defenda) LICENSEE (and, indemnify and hold harmless Licensor if applicable, each of its general partners) and its Affiliatessuccessors, and their respective officers, directors, employees, agents, shareholders, successors and assigns, if any, jointly and severally agree to protect, indemnify, defend (collectivelywith counsel selected by COUNTY) reimburse and hold COUNTY and its officers, the “Licensor Parties”employees and agents harmless from any claims, judgments, damages, penalties, fines, costs or expenses (known or unknown, contingent or otherwise), liabilities (including sums paid in settlement of claims), personal injury (including wrongful death), property damage (real or personal) from and against any Actionor loss, including attorneys fees, consultants’ fees, and any experts’ fees (consultants and all direct losses suffered experts to be selected by COUNTY) which arise during or incurred by Licensor after the term of this LICENSE from or in connection with any third party claims (a) arising out the presence or suspected presence of Hazardous Materials released or resulting from any breach discharged by Licensee of any provision of this AgreementLICENSEE, (b) regarding its employees or agents anywhere in the Content (other than Licensed Content) Assigned Space during the Term, including the soil or groundwater on or under the Assigned Space, unless the Hazardous Materials were present prior to commencement of the websites associated with Licensed Domain Namesterm, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor are present due solely as a result of Licensor’s failure to provide Licensee with a reasonable period the gross negligence or willful misconduct of time to remove Content in cases where (i) COUNTY, its officers, employees or agents. Without limiting the basis or nature generality of the offense has not previously been identified foregoing, the indemnification provided by this clause shall specifically cover costs incurred in connection with investigation of site conditions or any cleanup, remedial, removal or restoration work required by any Governmental Authority Hazardous Materials Laws due to the presence of Hazardous Materials in the soil or groundwater on or under the Assigned Space, which were released or discharged by LICENSEE during the course of LICENSEE=S alteration of improvement of the Assigned Space, unless the Hazardous Materials were present prior to commencement of the Term, or are present due solely as offensive a result of the gross negligence or inappropriate and (iiwillful misconduct of COUNTY, its officers, employees or agents. b) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor The provisions of this Section 3, Indemnification by LICENSEE, shall be conditioned on (x) Licensor’s provision in addition to Licensee any and all rights, obligations and liabilities of prompt notice the parties which may exist under this LICENSE at common law. The remedies and the environmental indemnities provided for in this clause shall survive the expiration or termination of this LICENSE and/or any transfer of all or any portion of the Assigned Space or of any interest in this LICENSE; provided, however, that, notwithstanding anything in this clause to the contrary; if LICENSEE assigns this LICENSE with the consent of COUNTY, LICENSEE shall continue to be obligated to COUNTY under this clause with respect to any release or discharge of Hazardous Materials occurring prior to the effective date of such an Action (except where assignment, but shall have no obligations to COUNTY under this clause to the extent that any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in such release or discharge occurs after the defense and settlement effective date of such an Action at Licenseeassignment. c) LICENSEE’s cost; obligations for clean up and (z) Licensee having exclusive control removal of Hazardous Materials releases attributable to LICENSEE’s storage, usage, or activities on AIRPORT, shall survive the defense, settlement and/or compromise expiration or termination of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).this LICENSE. Eff. 3/27/01 Page 5 of 13

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliatesin respect of all losses, and their respective officerscosts, directorsclaims, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against damages or expenses of any Action, and any and all direct losses suffered nature or kind whatsoever incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of LicensorLicensee’s failure or any Sub-licensee’s use of the Software or the Documentation. The following procedures shall apply in respect of any third party claims against Licensor (“Third Party (a) Upon notice of any Third Party Claim in respect of which Licensor proposes to provide demand indemnification from Licensee, Licensor will give notice to that effect to Licensee. (b) Licensee with a reasonable period will have the right, exercisable by giving notice to Licensor not later than thirty (30) days after receipt of time the notice described in ARTICLE 6.4(a), to remove Content in cases where assume the control of the defence, compromise or settlement of the Third Party Claim, provided that: (i) the basis Licensee will first deliver to Licensor its written consent to be joined as a party to any action or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and proceeding; and (ii) Licensee has not also received notice from will, at the Governmental Authority. request of Licensor, furnish it with reasonable security against any costs or other liabilities to which Licensor may be or become exposed by reason of Licensee’s obligation to indemnify Licensor shall be conditioned on defence, compromise or settlement. (xc) Licensor’s provision to Upon the assumption of control by Licensee, Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation will diligently proceed with Licensee in the defense and defence, compromise or settlement of such an Action the Third Party Claim at Licensee’s cost; sole expense, including employment of counsel reasonably satisfactory to Licensor, and Licensor will co-operate fully, but at the expense of Licensee, to make available to Licensee all pertinent information and witnesses under Licensor’s control, and to make any assignments and take any other steps which, in the opinion of counsel for Licensee, are necessary to enable Licensee to conduct a defence, provided that Licensor will be entitled to reasonable security from Licensee for any expense, costs or other liabilities to which it may become exposed by reason of its co-operation. (zd) The final determination of any Third Party Claim, including any determination of related costs and expenses, will be binding and conclusive upon the Parties as to the validity of that Third Party Claim. (e) Should Licensee having exclusive control fail to give notice to Licensor as provided in ARTICLE 6.4(b), Licensor will be entitled to make any settlement of the defenseThird Party Claim it deems, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consentits sole discretion, not to be unreasonably withheld or delayed)advisable, and that settlement will be binding upon Licensee.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventors), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or permitted sublicensees in connection with (a) their use of this Agreement, the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensor’s failure any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party, and shall provide a minimum of $3,000,000 in coverage per occurrence and provide for a thirty (30) day notice to CSMC of any material change in coverage under such policies. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Licensee shall have first increased its insurance coverage to a minimum of $10,000,000 in the aggregate. Licensee shall provide CSMC with a reasonable period Certificates of time to remove Content in cases where Insurance within thirty (i30) the basis or nature days of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate Effective Date (subject to extension if reasonably required) and (ii) Licensee has not also received notice from annually thereafter, evidencing the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation policies required in accordance with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)this Section 8.1.

Indemnification by Licensee. Licensee shall defend, indemnify and hold Sony harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Actionand all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any and all direct losses suffered such claim, which result from or incurred are in connection with (i) a breach of any of the representations or warranties provided by Licensor Licensee herein, including without limitation claims resulting from Licensee's failure to timely pay, any withholding taxes or other assessments as set forth in Section 9 hereto or any breach of Licensee's confidentiality obligations as set forth in Section 14 hereto; or (ii) any claim of infringement or alleged infringement of any third party's Intellectual Property Rights with respect to the Licensee Software; or (iii) any claims of or in connection with any third party claims bodily injury (aincluding death) or property damage, by whomsoever such claim is made, arising out of, in whole or in part, the manufacture, sale, and/or use of or resulting from any breach of the Licensed Products manufactured by Sony hereunder, unless due to the negligence of Sony in performing any of the specific duties and/or providing any of the specific manufacturing services required of it hereunder; provided, however, that Sony shall give prompt written notice to Licensee of the assertion of any provision of this Agreementsuch claim, (b) regarding and provided, further, that Licensee shall have the Content (other than Licensed Content) of right to select counsel and control the websites associated with Licensed Domain Namesdefense and/or settlement thereof, or (c) regarding any Content that was subject to the right of Sony to participate in any such action or proceeding at its own expense with counsel of its own choosing. Licensee shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Licensee. Sony shall provide Licensee, at no expense to Sony, reasonable assistance and cooperation concerning any such matter. If Sony is joined as a request for removal party to any lawsuit initiated by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all casesor against Licensee, Licensee shall indemnify and hold Sony harmless from and against all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys and court costs, incurred in connection with any such lawsuit. Sony shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure agree to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of any such an Action at claim, action or proceeding without Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s 's prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including the Inventors), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision of this AgreementLicensee, its Affiliates or Permitted Sublicensees in connection with (a) their use the Patent Rights or Technical Information and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than i) the preclinical development and clinical testing of Licensed ContentProducts or Licensed Technology Products, and (ii) of the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Licensed Products or Licensed Technology Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorney’s fees, incurred in enforcing this indemnification provision. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensorany investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party and shall provide a minimum of $3,000,000 in coverage per occurrence. Upon initiation of any human clinical studies of Licensed Products or Licensed Technology Products, Licensee shall have first increased its insurance coverage to a minimum of $10,000,000 in the aggregate. Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. If the parties determine that evidence of Licensee’s failure insurance coverage is necessary and appropriate, within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, Licensee shall provide Licensee CSMC with a reasonable period certificate of time to remove Content in cases where (i) insurance issued by the basis or nature appropriate insurance company evidencing the insurance coverage required by this Section 8.1, together with copies of the offense has not previously been identified by endorsement which specifies CSMC as an additional insured and the declarations page for each such insurance policy. The certificate of insurance, endorsements and declarations pages (and any Governmental Authority as offensive renewals or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor replacements thereof), if required, shall be conditioned on (x) Licensorsent to CSMC’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in Technology Transfer Office by electronic mail at XXXxxxXxxxxxxx@xxxx.xxx and by prepaid, first class, certified mail, return receipt requested, at the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defensefollowing address: 0000 Xxxxxxx Xxxxxxxxx, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consentSuite 206, not to be unreasonably withheld or delayed)Los Angeles, CA 90048.

Indemnification by Licensee. 7.1.1 Licensee shall, and shall require its Sublicensees to, defend, indemnify and hold harmless Licensor Institutions and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesInstitutions Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor in connection with any third party expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to (a) arising out this Agreement including (i) the development, testing, use, manufacture, promotion, sale or other disposition of any Product (including any product liability claim), (ii) any enforcement action or resulting from suit brought by Licensee against a Third Party for infringement of Institutions Patent Rights, (iii) any claim by a Third Party that [***] the design, composition, manufacture, use, sale or other disposition of any Product, infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such Third Party, (iv) any breach by Licensee of any provision of this AgreementAgreement or Laws by Licensee, its Affiliates or Sublicensees and (b) regarding Licensee’s gross negligence or willful misconduct, provided that Licensee’s obligations pursuant to this Section 7.1 shall not apply to the Content extent such claims or suits result from the gross negligence or willful misconduct of any of Institutions Indemnitees, in each case as determined by a court of law. 7.1.2 As a condition to a Institutions Indemnitee’s right to receive indemnification under this Section 7.1, Institutions shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Institutions Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Institutions or any other than Licensed ContentInstitutions Indemnitee; (b) commits Institutions or any other Institutions Indemnitee to take, or forbear to take, any action, without the prior written consent of the websites associated with Licensed Domain NamesInstitutions, or (c) regarding grant any Content rights under the Institutions Patent Rights except for Sublicenses permitted under Article 2. Institutions shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 7.1.3 Notwithstanding Section 7.1.2 above, in the event that was a reasonable and bona fide conflict exists between Licensee and Institutions or any other Institutions Indemnitee with respect to a claim or suit subject to a request indemnification hereunder, then Institutions or such other Institutions Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any documented attorney’s fees and litigation expenses being paid for removal by a Governmental Authority, even if Licensee. Licensee removes will pay such Content fees and expenses either directly or will reimburse Institutions within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result thirty (30) days of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee receipt of prompt notice of invoices for such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense fees and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)expenses.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage only to the extent arising out of Third Party claims or suits related to: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any third party material breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of FA Gene Therapy Products, and all product liability losses) of a FA Gene Therapy Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence, recklessness or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) arising out promptly notify Licensee as soon as it becomes aware of a claim or resulting from any breach by Licensee of any provision of this Agreement, suit for which indemnification may be sought pursuant hereto; (b) regarding reasonably cooperate, and cause the Content individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other than Licensed ContentPenn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of the websites associated with Licensed Domain Names, Penn; or (c) regarding grant any Content rights under the Penn Patent Rights except for Sublicenses permitted under Article 3. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that was Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to a request indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for removal by a Governmental Authority, even if Licensee. Licensee removes will pay such Content fees and expenses either directly or will reimburse Penn within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result [**] of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee receipt of prompt notice of invoices for such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense fees and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)expenses. 9.1.4 [**].

Indemnification by Licensee. Licensee shall defendindemnify, indemnify and hold harmless Licensor and its Affiliatesharmless, and their defend Licensor, KU, the Kansas Board of Regents and each’s respective officers, directors, employees, agentsInventors, shareholdersaffiliates, successors cooperative organizations, and assigns, agents (collectively, the “Licensor Parties”) from and Indemnitees), against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims claims, suits, losses, damages, costs, liabilities, fees, and expenses (including reasonable attorneys’ fees) (collectively “Claims”) arising out of: (a) arising out of or resulting from any breach by Licensee the exercise of any provision of license granted under this Agreement, ; (b) regarding the Content breach of this Agreement by Licensee, its Affiliates, or its Sublicensees; (other than c) failure by Licensee, its Affiliates, or its Sublicensees to comply with any applicable laws, rules, or regulations, (d) the manufacture, testing, sale, or use of any Licensed Content) of the websites associated with Licensed Domain NamesProduct or License Method, or (ce) regarding any Content that was subject to a request for removal by a Governmental Authoritynegligence, even if Licensee removes intentional misconduct, act, error, or omission of Licensee, its officers, directors, agents, employees, Affiliates, or Sublicensees, except where such Content within Claims directly arise and are solely from the time period proscribed by gross negligence, fraud, or intentional misconduct of the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor. Licensor as a result of Licensor’s failure to will provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt written notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with claim for which a Licensor Indemnitee seeks indemnification. Licensee in shall have sole control over the defense and settlement of such an Action at Licensee’s cost; any Claim under this section provided it does so diligently, in good faith, and (z) Licensee having exclusive control of uses reasonably experienced counsel with expertise in the defenserelevant field, settlement and/or compromise and the Licensor Indemnitees will reasonably cooperate in the defense of such an Action (provided that Claim. Licensee may shall not settle admit fault on a Licensor Indemnitees’ behalf nor enter into any Action in a manner that adversely affects settlement or resolution on the Licensor Indemnitees’ behalf without Licensor’s prior the Licensor Indemnitees’ written consent, — said consent not to be unreasonably withheld withheld. Licensee shall give Licensor prompt and timely written notice of any claim or delayedsuit instituted of which Licensee has knowledge that in any way, directly or indirectly, affects or might affect Licensor Indemnitees, and the Licensor Indemnitees shall have the right at their own expense to participate in the defense of the same with their own counsel(s).

Indemnification by Licensee. 1.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor in connection with any third party expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to the extent arising out of Third Party claims or suits [***] including: (a) arising out the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or resulting from any breach by Licensee Sublicensees and its or their respective directors, officers, employees and agents, in the performance of any provision the Licensee’s obligations or exercise of Licensee’s rights under this Agreement, ; (b) regarding the Content (other than Licensed Content) any material breach of the websites associated with Licensed Domain Names, or this Agreement by Licensee; (c) regarding the development, manufacturing or commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees); and (d) any Content enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights; provided that was subject Licensee’s obligations pursuant to this Section 10.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from [***]. 1.1.2 As a condition to a request Penn Indemnitee’s right to receive indemnification under this Section 10.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not which indemnification may be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee)sought pursuant hereto; (yb) Licensor’s reasonable cooperation fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee in the defense and defense, settlement or compromise of such an Action at Licensee’s costclaim or suit; and (zc) permit the Licensee having exclusive to control of the defense, settlement and/or or compromise of such an Action (provided that claim or suit, including the right to select defense counsel. In no event, however, may Licensee may not compromise or settle any Action claim or suit in a manner that adversely affects Licensor which (i) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without Licensor’s the prior written consentconsent of Penn, or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 4. Penn shall fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its counsel in the course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation providing or making available documents, information and witnesses. 1.1.3 Notwithstanding Section 10.1.2 above, a Penn Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party claim or suit subject to indemnification under Section 10.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, such that representation by Licensee and Penn or such other Penn Indemnitee by the same legal counsel due to a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any reasonable, documented out-of-pocket attorney’s fees and litigation expenses of such Penn Indemnitee directly or reimburse Penn within [***] of Licensee’s receipt of invoices for such fees and expenses. 1.1.4 In no event shall Licensee be liable under this Section 10.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld withheld, conditioned or delayed).

Indemnification by Licensee. 9.1 Licensee shall defendindemnify, indemnify defend (at Licensor’s option) and hold harmless Licensor and its Affiliates, Affiliates (other than Licensee and its subsidiaries) and their respective employees, officers, directors, employees, agents, shareholders, successors agents and assigns, representatives (collectively, the “Licensor Indemnified Parties”) ), harmless, from and against any Actionand all losses, costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of (a) any and all direct losses suffered or incurred claim by Licensor in connection with any third party claims (a) arising out of against any Licensor Indemnified Party that any use of, or resulting from access to, the Licensed Marks, Social Media Content or any breach Website Content by Licensee such Licensor Indemnified Party as expressly authorized under or contemplated by these Terms infringes or misappropriates, as applicable, any trademarks, copyrights, trade secrets or other intellectual property rights of any provision of this Agreementthird party, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Namesany Licensee Indemnity Responsibilities, or (c) regarding any Content that was subject Licensee’s material breach of the terms of these Terms. Licensor agrees to a request for removal by a Governmental Authoritygive Licensee (i) prompt written notice of such claim; (ii) authority to control and direct the defense or settlement of such claim; and (iii) such information and assistance as Licensee may reasonably request, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided thatat Licensee’s expense, in all casesconnection with such defense or settlement. Notwithstanding the foregoing, Licensee shall not be liable for settle any direct losses suffered third-party claim against any Licensor Indemnified Party (A) if such settlement requires such Licensor Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensor Indemnified Party), or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (B) unless (i) the basis such settlement completely and forever releases such Licensor Indemnified Party with respect thereto, or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) such Licensor Indemnified Party provides its prior written consent to such settlement. In any action for which Licensee has not also received notice from the Governmental Authority. provides defense on behalf of any Licensor Indemnified Party, such Licensor Indemnified Party may participate in such defense at its own expense by counsel of its choice. 9.2 The obligations set forth in this Section 9 shall constitute Licensee’s obligation to indemnify Licensor shall be conditioned on (x) entire liability and Licensor’s provision to sole remedy for any actual or alleged infringement or misappropriation caused by Licensee of prompt notice of such an Action (except where or for any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control breach of the defense, settlement and/or compromise terms of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)these Terms.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify and hold harmless Licensor and its AffiliatesLicensors, the Stanford Indemnitees, and each of their respective officers, directors, employeesemployees (including the Inventor), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses suffered third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) to the extent arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision Licensee, its Affiliates or Permitted Sublicensees in connection with (a) their use of this Agreement, the Patent Rights and/or (b) regarding the Content (other than Licensed Content) exercise of the websites associated with Licensed Domain Namestheir rights hereunder or under any sublicense, or (c) regarding any Content that was subject including, but not limited to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature preclinical development and clinical testing of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under this Agreement. The term “Stanford Indemnitees” means Stanford and Stanford Hospitals and Clinics, and their respective trustees, officers, employees, students, agents, faculty, representatives, and volunteers. The foregoing indemnification shall not apply to any claim, damage, loss, liability, cost or expense to the extent attributable to the negligent activities or intentional misconduct of any of the Indemnified Parties. As part of its obligations hereunder, Licensee has shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC (on behalf of Licensors), and neither Licensor nor any other Indemnified Party shall agree to the compromise or disposition of or enter into any settlement of any such Action without first obtaining prior written approval of Licensee. Licensee shall pay all reasonable, documented costs, including attorneys’ fees, incurred in enforcing this indemnification action. Should Licensors or any other Indemnified Party not also received notice from promptly notify Licensee in writing of or afford Licensee the Governmental Authority. Licensee’s obligation right to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of defend any such an Action (except where Action, or should Licensors or any delay does other Indemnified Party not materially prejudice Licensee); (y) Licensor’s reasonable cooperation cooperate with Licensee in the defense and or settlement of such an Action or obtain the prior written approval of Licensee to any such settlement or other compromise or disposition of such Action, Licensee shall have no obligation to indemnify Licensors or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, then Licensee shall reimburse Licensors for their reasonable, documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which arc incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to Licensors upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by Licensors. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Notwithstanding the foregoing, Licensee’s costindemnification obligations hereunder shall not exceed an amount equal to the sum of (a) the market capitalization of Licensee; plus (b) the aggregate amount of Licensee’s insurance coverage, Such insurance policies shall name Licensors as additional insured parties, and shall provide a minimum of Three Million Dollars (S3,000,000) in coverage per occurrence. Upon initiation of any human clinical studies using a Product covered by the Patent Rights, Licensee shall have first increased its insurance coverage to an aggregate amount that in Licensee’s reasonable judgment, is commercially reasonable and consistent with prevailing business practice for the risks involved. Licensee shall provide CSMC (on behalf of Licensors) with Certificates of Insurance within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with this Section 8.1, together with copies of the endorsement which specifies Licensors as additional insureds and the declarations page for each such insurance policy. Licensee shall provide CSMC (on behalf of Licensors) with prompt written notice of any material change in coverage under such policies. The certificate of insurance, endorsements and declarations pages (and any renewals or replacements thereof), if required, shall be sent to (a) CSMC’s Technology Transfer Office by electronic mail at CXXxxxXxxxxxxx@xxxx.xxx and (zb) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action to Stanford at its address set forth in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)Section 13.1 hereof.

Indemnification by Licensee. 9.1 Licensee shall defendindemnify, indemnify defend (at Licensor’s option) and hold harmless Licensor and its Affiliates, Affiliates (other than Licensee and its subsidiaries) and their respective employees, officers, directors, employees, agents, shareholders, successors agents and assigns, representatives (collectively, the “Licensor Indemnified Parties”) ), harmless, from and against any Actionand all losses, costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of (a) any and all direct losses suffered or incurred claim by Licensor in connection with any third party claims (a) arising out of against any Licensor Indemnified Party that any use of, or resulting from access to, the Licensed Marks, Social Media Content or any breach Website Content by Licensee such Licensor Indemnified Party as expressly authorized under or contemplated in this Agreement infringes or misappropriates, as applicable, any trademarks, copyrights, trade secrets or other intellectual property rights of any provision of this Agreementthird party, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Namesany Licensee Indemnity Responsibilities, or (c) regarding any Content that was subject Licensee’s material breach of the terms of this Agreement. Licensor agrees to a request for removal by a Governmental Authoritygive Licensee (i) prompt written notice of such claim; (ii) authority to control and direct the defense or settlement of such claim; and (iii) such information and assistance as Licensee may reasonably request, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided thatat Licensee’s expense, in all casesconnection with such defense or settlement. Notwithstanding the foregoing, Licensee shall not be liable for settle any direct losses suffered third-party claim against any Licensor Indemnified Party (A) if such settlement requires such Licensor Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensor Indemnified Party), or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (B) unless (i) the basis such settlement completely and forever releases such Licensor Indemnified Party with respect thereto, or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) such Licensor Indemnified Party provides its prior written consent to such settlement. In any action for which Licensee has not also received notice from the Governmental Authority. provides defense on behalf of any Licensor Indemnified Party, such Licensor Indemnified Party may participate in such defense at its own expense by counsel of its choice. 9.2 The obligations set forth in this Section 9 shall constitute Licensee’s obligation to indemnify Licensor shall be conditioned on (x) entire liability and Licensor’s provision to sole remedy for any actual or alleged infringement or misappropriation caused by Licensee of prompt notice of such an Action (except where or for any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control breach of the defense, settlement and/or compromise terms of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)this Agreement.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective directors, officers, directors, employees, agents, shareholders, successors employees and assigns, agents (collectively, the “Licensor PartiesIndemnitees”) harmless from and against any Action, and any and all direct losses suffered liabilities, actions, suits, claims, demands, prosecutions, damages, costs, expenses or money judgments finally awarded (including reasonable legal fees, whether incurred as the result of a third party claim or a claim to enforce this provision) (collectively, “Liabilities”) incurred by Licensor in connection with or instituted or rendered against any third party claims (a) Indemnitee arising out of or resulting from in connection with: (i) any act or omission of Licensee, any of its Affiliates, or any sublicensee (including any direct or indirect exercise of Licensee’s rights hereunder) or Licensee's material breach by Licensee of any provision of this Agreement, except to the extent such third party claims arise out of the gross negligence or willful misconduct of an Indemnitee and provided that Licensor gives Licensee notice in writing of any such claim or lawsuit within thirty (30) days of the date Indemnitee is first notified in writing of such claim or lawsuit, provided, however, that the failure of Indemnitee to give such prompt written notice shall not affect the liability of Licensee, except to the extent that the rights of Licensee to defend itself or to cure or mitigate any Liabilities are actually prejudiced thereby. In any such claim or lawsuit: (a) Licensor will cooperate in the defense by providing access to witnesses and evidence available to it. Licensor has the right to participate, at its expense, in any defense to the extent that in its reasonable judgment Licensor may be prejudiced by Licensee's sole defense thereof; (b) regarding With respect to this Agreement, Licensor shall not settle, offer to settle or admit liability in any claim or suit in which Licensor intends to seek indemnification by Licensee without the Content (other than Licensed Content) written consent of the websites associated with Licensed Domain Names, or a duly authorized officer of Licensee; (c) regarding Licensee shall not settle or otherwise compromise any Content that was subject to a request for removal such lawsuit or claim without the prior written consent of Licensor if such settlement or compromise would require any monetary compensation from, or adversely affect any interest or right of, any Indemnitee; and (d) Licensee shall use the rights licensed hereunder from Licensor in accordance with terms and conditions hereof. If Licensee is accused of infringement by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all casesthird party, Licensee shall not be liable for any direct losses suffered or incurred by notify Licensor as a result of immediately, and, at Licensor’s failure to provide expense, Licensor shall cooperate with Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)obstacles.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any third party breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) ​ of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) arising out promptly notify Licensee as soon as it becomes aware of a claim or resulting from any breach by Licensee of any provision of this Agreement, suit for which indemnification may be sought pursuant hereto; (b) regarding reasonably cooperate, and cause the Content individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other than Licensed ContentPenn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of the websites associated with Licensed Domain NamesPenn, or (c) regarding grant any Content rights under the Penn Patent Rights or DRG Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that was Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to a request indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for removal by a Governmental Authority, even if Licensee. Licensee removes will pay such Content fees and expenses either directly or will reimburse Penn within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result [*] of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee receipt of prompt notice of invoices for such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense fees and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)expenses.

Indemnification by Licensee. Licensee shall hereby agrees to defend, indemnify indemnify, and hold harmless Licensor Takeda and its Affiliates, and each of their respective directors, officers, directors, employees, agentsagents and representatives (each, shareholders, successors and assigns, (collectively, the a “Licensor PartiesTakeda Indemnitee”) from and against any Action, and any and all direct losses suffered claims, suits, actions, demands or incurred other proceedings brought by Licensor in connection with any third party claims Third Party (each, a “Claim”) and all liabilities, expenses, damages, or losses, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any Takeda Indemnitee may become subject as a result of any such Claim to the extent such Claim arise or result from: (a) arising out the practice by Licensee or its Affiliate of any license granted to it under Article 3 (License Grants); (b) the Exploitation -62- of the Licensed Compounds or resulting from any Licensed Products in the Field in the Licensee Territory, or the Development of the Licensed Compounds or Licensed Products in the Men’s Health Field in the Takeda Territory, in each case, by or on behalf of Licensee, its Affiliate, or its Sublicensee; (c) the breach by Licensee of any provision of warranty, representation, covenant, or agreement made by Licensee in this Agreement; (d) the negligence, (b) regarding the Content (other than Licensed Content) gross negligence or willful misconduct of the websites associated with Licensed Domain NamesLicensee, its Affiliate, or (c) regarding its Sublicensee, or any Content that was subject to a request for removal by a Governmental Authorityofficer, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritydirector, provided thatemployee, in all casesagent, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s costrepresentative thereof; and (ze) the failure to comply with Applicable Law by or on behalf of Licensee having exclusive control in connection with the Licensed Compound, Licensed Products, or this Agreement; except, with respect to each of subsections (a) through (e) above, to the defenseextent such Losses arise directly or indirectly from the negligence, settlement and/or compromise gross negligence, or willful misconduct of such an Action (provided that Licensee may not settle any Action Takeda Indemnitee or the breach by Takeda of any warranty, representation, covenant, or agreement made by Takeda in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)this Agreement.

Indemnification by Licensee. Subject to the limitations set forth in this Agreement, Licensee shall defend, indemnify and hold MIPS harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims action brought against MIPS for: (a) arising out of a claim based upon an infringement or resulting from any breach by Licensee alleged infringement of any provision Intellectual Property Right of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where third party by: (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and manufacturing process used to manufacture Licensee Chips, (ii) any modification or enhancement to any MIPS Deliverable made by or for Licensee has not also received notice from the Governmental Authority. or made by MIPS at Licensee’s obligation request, if such infringement or alleged infringement would not have occurred but for such modification or enhancement, (iii) the use of any Third Party IP identified in a Technology Schedule for which Licensee was responsible for obtaining all permissions, licenses and consents necessary for Licensee to indemnify Licensor shall be conditioned on use the Third Party IP, (xiv) Licensor’s provision the use of a version of MIPS Deliverables in the design of a Licensee Chip that is not covered for indemnification under Section 3.2 with respect to that Licensee Chip, or (v) the use of prompt notice any Licensed Hard Core Implementation, Licensee Chip or MIPS Deliverables outside the scope of the licenses hereunder or in combination with other technology, equipment or software not provided by MIPS, if such an Action infringement or alleged infringement would not have occurred but for such combination. (except where b) a claim arising from any delay does not materially prejudice Licensee)false or misleading representation made by Licensee or its agents regarding any MIPS Technology, Licensed MIPS Core, Licensed Hard Core Implementation, and/or Licensee Chip; provided that MIPS: (yA) Licensor’s reasonable cooperation with promptly notifies Licensee in writing of any such claim, and (B) reasonably cooperates with Licensee, at Licensee’s expense, in defending or settling such claim. Licensee shall have sole control of the defense and all related settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defensenegotiations, settlement and/or compromise of such an Action (provided provided, however, that Licensee may not settle enter into any Action in a manner that adversely affects Licensor settlement providing for any restriction on MIPS or any MIPS Technology without Licensor’s prior written MIPS’ consent, not and provided further that MIPS shall have the right to be unreasonably withheld or delayed)represented by its own attorney at MIPS’ expense. Except as otherwise expressly set forth in section 12.1.2 above, THIS SECTION 12.2 STATES LICENSEES ENTIRE LIABILITY FOR INFRINGEMENT.

Indemnification by Licensee. Licensee shall defend, indemnify hereby saves and hold holds ICB harmless Licensor of and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and indemnifies and agrees to defend ICB against any Action, and any and all direct losses suffered losses, liability, damages and expenses (including reasonable attorneys’ fees and expenses) which ICB may incur or incurred by Licensor be obligated to pay, or for which ICB may become liable or be compelled to pay in connection with any action, claim or proceeding by third party claims (a) arising out parties against ICB for or by reason of or resulting from in connection with Licensee’s negligent operation of the Laboratory Facility, negligent use of the Patent, Trademarks and/or Technology; and/or any breach of the representations and warranties of Licensee set forth in this Agreement. ICB will give Licensee notice of any action, claim, suit or proceeding in respect of which indemnification may be sought and Licensee shall defend such action, claim, suit or proceeding on behalf of ICB. In the event appropriate action is not taken by Licensee within thirty (30) days after its receipt of any provision of this Agreementnotice from ICB, (b) regarding then ICB shall have the Content (other than Licensed Content) of right, but not the websites associated with Licensed Domain Namesobligation, to defend such action, claim, suit or (c) regarding any Content that was proceeding. ICB may, subject to a request for removal Licensee's indemnity obligation under this Section 10, be represented by a Governmental Authorityits own counsel in any such action, even if claim, suit or proceeding. In any case, the ICB and the Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, shall keep each other fully advised of all developments and shall cooperate fully with each other in all casesrespects in connection with any such defense as is made. Nothing contained in this Section shall be deemed to limit in any way the indemnification provisions set forth above except that in the event appropriate action is being taken by Licensee, Licensee by counsel reasonably acceptable to ICB, with respect to any not-trademark or intellectual property action, claim, suit or proceeding, ICB shall not be liable permitted to seek indemnification from Licensee for any direct losses suffered attorneys' fees and expenses incurred without the consent of Licensee. In connection with the aforesaid actions, claims and proceedings, the parties shall, where no conflict of interest exists, seek to be represented by common reasonably acceptable counsel. In connection with actions, claims or incurred proceedings involving trademark or other intellectual property matters which are subject to indemnification hereunder, ICB or shall at all times be entitled to be represented by Licensor as a result of Licensor’s failure to provide Licensee with a its own counsel, for whose reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate fees and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor disbursements it shall be conditioned on (x) Licensor’s provision entitled to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)indemnification hereunder.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless Licensor and each of its Affiliates, and their respective officers, directors, employeesemployees (including Mxxxxx), agentsagents and sponsors of the research (except Licensee) (each, shareholdersan “Indemnified Party”, successors and assigns, (collectively, the “Licensor Indemnified Parties”) from and against any Action, and any and all direct losses claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by Licensor any of the Indemnified Parties in connection with any third party claims action, suit, litigation, arbitration or dispute of any kind (a“Action”) arising out of or resulting from any breach by Licensee negligence or willful acts or omissions on the part of any provision of this AgreementLicensee, its Affiliates or sublicensees in connection with (a) their use the Patent Rights or Know-How and/or (b) regarding the Content exercise of their rights hereunder or under any sublicense, including, but not limited to (other than Licensed Contenti) the preclinical development and clinical testing of Products, and (ii) the websites associated with Licensed Domain Namesmanufacture, sale, use, marketing, or (c) regarding any Content that was subject to a request for removal by a Governmental Authorityother disposition of Products developed, even if Licensee removes such Content within the time period proscribed by the Governmental Authoritymanufactured, provided thatsold, in all casesmarketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee. Licensee shall pay all costs, including attorney’s fees, incurred in enforcing this indemnification provision. Should CSMC or any other Indemnified Party not be liable afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for any direct losses suffered or the Indemnified Parties as required hereunder, then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred by Licensor as a result of Licensor’s failure any investigation, defense or settlement relating to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor foregoing, which reimbursement shall be conditioned on (x) Licensor’s provision made to CSMC upon receipt by Licensee of prompt notice of invoices reflecting in reasonable detail such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)expenses incurred by CSMC.

Indemnification by Licensee. Licensee shall defendagrees to defend Licensor Indemnitees, at Licensee’s cost and expense, and will indemnify and hold harmless the Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) Indemnitees from and against any Action, and any and all direct losses suffered Losses relating to or incurred by Licensor in connection with any third party claims a Third Party claim arising out of (a) arising out any actual or alleged death, personal bodily injury or damage to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any Procedure or Product Exploited by or on behalf of Licensee, its Affiliates or resulting from Sublicensees (other than Licensor, its Affiliates, licensees and Sublicensees), but only to the extent the claim relates to an Improvement developed by Licensee; (b) subject to the provisions of Sections 2.2(b) and 8.1(b) hereof, any actual or alleged infringement or unauthorized use or misappropriation of any Patent Right or other Intellectual Property Right of a Third Party with respect to the activities of Licensee, its Affiliates or Sublicensees (other than Licensor, its Affiliates, licensees and Sublicensees), but only to the extent the claim relates to an Improvement developed by Licensee; (c) any breach by Licensee of any provision of its representations, warranties or covenants made under this Agreement; or (d) any negligent act or omission or willful misconduct of Licensee, (b) regarding the Content its Affiliates or Sublicensees (other than Licensed Content) Licensor, its Affiliates, licensees and Sublicensees), or any of their employees, contractors or agents, in performing the obligations or exercising the rights of the websites associated Licensee, its Affiliates or Sublicensees (other than Licensor, its Affiliates, licensees and Sublicensees) under this Agreement. In the event of any such claim against any Licensor Indemnitee, Licensor shall promptly notify Licensee in writing of the claim and Licensee shall manage and control, at its sole expense, the defense of the claim and its settlement with Licensed Domain Namescounsel reasonably acceptable to the Licensor Indemnitee. The failure to timely give a claim notice shall not relieve Licensee of its obligations hereunder, except and only to the extent that such failure shall result in any material prejudice to Licensee in defense of the claim. Licensee shall not, without the prior written consent of the Licensor Indemnitee, consent to the entry of any judgment or enter into any settlement or compromise which does not include, as an unconditional term thereof (c) regarding i.e., there being no requirement that the Licensor Indemnitee pay any Content that was subject amount of money, give any other consideration or agree to a request for removal by a Governmental Authorityany restriction or limitation), even if Licensee removes such Content within the time period proscribed giving by the Governmental Authority, provided thatclaimant or plaintiff to the Licensor Indemnitee of a release, in form and substance satisfactory to the Licensor Indemnitee from all casesliability in respect of the claim. The relevant Licensor Indemnitees shall cooperate with Licensee and may, at such Licensor Indemnitees’ option and expense, be represented in any such action or proceeding. Licensee shall not be liable for any direct losses suffered settlements, litigation costs or expenses incurred by any Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Indemnitees without Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed)authorization.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless Licensor CHOP and its Affiliatescurrent and former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, fellows, consultants and agents and their respective officerssuccessors, directors, employees, agents, shareholders, successors heirs and assigns, assigns (collectively, the “Licensor PartiesIndemnitees”) harmless from and against all claims, liability, demands, damages, costs, expenses, deficiencies, obligations and losses of any Actionkind or nature, including but not limited to death, personal injury, illness, or property damage (and any including reasonable attorneys’ fees and all direct losses suffered or incurred by Licensor other costs and expenses of litigation) based upon, in connection with any third party claims (a) with, arising out of or resulting from otherwise relating to this Agreement or any breach by Licensee of any provision of this AgreementSublicense, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Namesincluding, or (c) regarding any Content that was subject to a request for removal by a Governmental Authoritywithout limitation, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis use or nature other exploitation by or on behalf of any Persons within the offense has not previously been identified by Licensee Group of any Governmental Authority as offensive Licensed Rights or inappropriate and CHOP-Supplied Materials, or (ii) the design, manufacture, distribution, sale or use of any Licensed Products or Licensed Processes by or on behalf of any Persons within the Licensee has not also received notice from Group, or other products or processes developed in connection with or arising out of the Governmental AuthorityLicensed Rights (collectively, “Claims”). Licensee’s obligation to indemnify Licensor shall be conditioned on obligations under this Section 12.2 are contingent upon CHOP: (xa) Licensor’s provision to giving Licensee of prompt written notice of such an Action the receipt or incurrence of any Claim; provided that no delay on the part of CHOP to notify Licensee shall relieve Licensee from any obligation hereunder unless (except where any delay does not materially prejudice Licensee)and then only to the extent) Licensee is prejudiced thereby; (yb) Licensorgiving Licensee sole control of the investigation, defense and, subject to the next sentence, settlement of the Claims with counsel selected by Licensee and reasonably acceptable to CHOP; and (c) the Indemnitees reasonably cooperating with Licensee’s reasonable cooperation with Licensee in the investigation, defense and settlement of such an Action at Licensee’s cost; and (z) the Claims. Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may shall not settle any Action in a manner that adversely affects Licensor Claim without Licensorthe prior written consent of CHOP, which consent shall not be unreasonably withheld, and Licensee shall have no obligation under this Agreement for any settlement of Claims entered into by CHOP without Licensee’s prior written consent, which consent shall not to be unreasonably withheld or delayed)withheld.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any third party breach of this Agreement by Licensee; or (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Research Program Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) arising out promptly notify Licensee as soon as it becomes aware of a claim or resulting from any breach by Licensee of any provision of this Agreement, suit for which indemnification may be sought pursuant hereto; (b) regarding reasonably cooperate, and cause the Content (other than Licensed Content) of the websites associated with Licensed Domain Namesindividual Penn Indemnitees to reasonably cooperate, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and defense, settlement or compromise of such an Action at Licensee’s costclaim or suit; and (zc) permit the Licensee having exclusive to control of the defense, settlement and/or or compromise of such an Action (provided that claim or suit, including the right to select defense counsel. In no event, however, may Licensee may not compromise or settle any Action claim or suit in a manner that adversely affects Licensor which (i) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without Licensor’s the prior written consentconsent of Penn, not or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 3. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to be unreasonably withheld include without limitation using reasonable efforts to provide or delayed)make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bonafide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any […***…] being paid for by […***…]. […***…].

Indemnification by Licensee. 11.1.1 Licensee shall defend, indemnify and hold harmless Licensor Penn and its Affiliatesrespective trustees, and their respective officers, directorsfaculty, students, employees, agents, shareholders, successors contractors and assigns, agents (collectively, the “Licensor PartiesPenn Indemnitees”) harmless from and against any Action, and any and all direct losses suffered liability, damage, loss, cost or incurred by Licensor in connection with any third party expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to the extent arising out of Third Party claims or suits [***] including: (a) arising out the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or resulting from any breach by Licensee Sublicensees and its or their respective directors, officers, employees and agents, in the performance of any provision the Licensee’s obligations or exercise of Licensee’s rights under this Agreement, ; (b) regarding the Content (other than Licensed Content) any material breach of the websites associated with Licensed Domain Names, or this Agreement by Licensee; (c) regarding the development, manufacturing or commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; and (d) any Content enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights. provided that was subject Licensee’s obligations pursuant to this Section 11.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from [***]. 11.1.2 As a condition to a request Penn Indemnitee’s right to receive indemnification under this Section 11.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not which indemnification may be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee)sought pursuant hereto; (yb) Licensor’s reasonable cooperation fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee in the defense and defense, settlement or compromise of such an Action at Licensee’s costclaim or suit; and (zc) permit the Licensee having exclusive to control of the defense, settlement and/or or compromise of such an Action (provided that claim or suit, including the right to select defense counsel. In no event, however, may Licensee may not compromise or settle any Action claim or suit in a manner that adversely affects Licensor which (i) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without Licensor’s the prior written consentconsent of Penn, or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 5. Penn shall fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its counsel in the course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation providing or making available documents, information and witnesses. 11.1.3 Notwithstanding Section 11.1.2 above, a Penn Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party claim or suit subject to indemnification under Section 11.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, such that representation by Licensee and Penn or such other Penn Indemnitee by the same legal counsel due to a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any reasonable, documented out-of-pocket attorney’s fees and litigation expenses of such Penn Indemnitee directly or reimburse Penn within [***] of Licensee’s receipt of invoices for such fees and expenses. 11.1.4 In no event shall Licensee be liable under this Section 11.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld withheld, conditioned or delayed).

Indemnification by Licensee. Regardless of any inspections conducted by or consents granted by Licensor, regardless of whether Licensor makes available a toll free telephone number by means of which consumers of the Licensed Products may provide their comments regarding the Licensed Products directly to Licensor, and regardless of compliance by Licensee shall with any standards promulgated hereunder, Licensee agrees to defend, indemnify and hold harmless Licensor and Licensor, its Affiliates, and their respective officers, directors, shareholders, employees, agentsparent entities, shareholderssubsidiaries and affiliates, successors harmless from any and assignsall damages, liabilities and expenses, including reasonable attorneys’ fees, relating to any suit, claim or governmental proceeding (collectivelywhether or not Licensor shall be a party thereto) related to the Licensed Products or which arises out of any breach of any representations or warranties or covenants made by Licensee in this Agreement, the “conduct of Licensee’s business, or out of a breach of its obligations under this Agreement, whether in Contract, Tort or otherwise. Licensor Parties”) agrees to give Licensee prompt notice of all such claims. Notwithstanding the above, Licensee shall have no obligation to defend, indemnify or hold Licensor harmless from and against any Actiondamages, liabilities and expenses, including attorneys’ fees, relating to any and all direct losses suffered suit, claim or incurred by Licensor in connection with any third party claims (a) arising governmental proceeding which arises out of (i) Licensor’s sole negligence or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Nameswillful misconduct, or (cii) regarding any Content a matter that was is the subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensee as set forth below, including without limitation, any claims with respect to the validity of or rights in the Licensed Trademarks or any claim alleging breach of any of Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee representations or warranties or its obligations under this Agreement, whether in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defenseContract, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld Tort or delayed)otherwise.