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) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify such 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 Indemnified Party provides its prior written consentconsent to such settlement. In any action for which Licensee provides defense on behalf of any Licensor Indemnified Party, not to be unreasonably withheld or delayed)such Licensor Indemnified Party may participate in such defense at its own expense by counsel of its choice.

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. 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. 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 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 LICENSEE agrees to defend, indemnify indemnify, and hold harmless Licensor LICENSOR, its subsidiaries and its Affiliatesaffiliates, successors and assigns, and their respective officers, directors, employees, agents, shareholders, successors employees and assigns, (collectively, the “Licensor Parties”) from and affiliates against any Actionclaim, suit, loss, liability or damage, including the expenses of investigating and defending against any claim or suit, and any and all direct losses suffered or incurred by Licensor amount paid in connection with any third party claims (a) settlement thereof, arising out of or resulting from any relating to (i) LICENSEE's 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 any product liability claims relating to products sold by LICENSEE bearing the Marks (subject to the provisions of the Purchase Agreement). Notwithstanding the foregoing, LICENSOR shall notify LICENSEE, within ten (10) days after receipt by LICENSOR of notice of any claim, suit, loss, liability or damage ("Indemnified Claim"), that it is tendering such claim to LICENSEE for defense, settlement, resolution and/or indemnification; provided, however, that any failure to provide such notice shall not also received notice from the Governmental Authority. Licensee’s affect LICENSEE's obligation to indemnify Licensor LICENSOR except to the extent that LICENSEE is harmed by such failure. LICENSEE shall be conditioned on (x) Licensor’s provision keep LICENSOR reasonably advised of the progress of the matter, including providing LICENSOR with copies of all pleadings and correspondence. LICENSEE shall not settle, compromise or discharge any Indemnified Claim without the prior written consent of LICENSOR after advising LICENSOR as to Licensee of prompt notice the complete terms of such an Action (except where any delay does settlement, which consent will 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). It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by LICENSEE ,and LICENSOR shall be entitled to specific performance as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for such breach, but shall be in addition to all other remedies available hereunder, at or in equity, to LICENSOR. This Section 6 shall survive termination of this Agreement.

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, 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. 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. 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. 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. 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. 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. 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. 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 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. 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. 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. 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. 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 will defend, indemnify and hold harmless Licensor and its Affiliatesshareholders, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) employees from and against any Action, and any and all direct losses suffered claims, losses, liabilities, damages, costs, awards, and expenses, including attorneys’ fees, expertise witness fees and court costs (directly or incurred by Licensor in connection with any third party claims (aindirectly) arising out of from or resulting from related to (i) any breach by Licensee of any provision of its obligations, duties and responsibilities under this Agreement, (bii) regarding the Content (any breach of or default under any representations, warranties, guarantees or other than Licensed Content) written or oral statements made by or on behalf of the websites associated with Licensed Domain NamesLicensee or any person under its control, including agents, or (ciii) regarding any Content that was subject third party claims based on Licensee’s modification 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 casesSoftware or based on Software created to Licensee’s specific design. In addition, Licensee shall not be liable for agrees to indemnify Licensor against any direct losses suffered or incurred by third party claims made against Licensor in Australia as a result of Licensor’s failure to provide any breach, or alleged breach, by Licensee with a reasonable period of time to remove Content in cases where any Privacy Laws provided that: (ia) the basis or nature Licensor shall notify Licensee immediately if Licensor becomes aware of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and third party claim made against it; (iib) Licensee has not also received notice from shall be entitled to assume the Governmental Authority. Licensee’s obligation to indemnify defence of any such claim and Licensor shall be conditioned on (x) Licensor’s provision provide all reasonable assistance 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) to enable Licensee to do so; and (zc) Licensee having exclusive control of shall be entitled to settle the defense, settlement and/or compromise of such an Action third party claim on whatever terms it thinks appropriate (provided that Licensee may must consult Licensor in good faith regarding the terms of that settlement and not settle agree to any Action in a manner terms that adversely affects Licensor without Licensor’s prior written consent, not could reasonably be considered to be unreasonably withheld or delayeddetrimental to Licensor). [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.

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. Licensee shall defend, indemnify LICENSEE hereby indemnifies and agrees to hold LICENSOR harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Actionclaims, suits, losses, damages, demands, injuries and any and all direct losses suffered or incurred by Licensor in connection with any third party claims expenses (a) including reasonable attorneys’ fees), arising out of or resulting from related to any breach by Licensee alleged defects in the material or workmanship of any provision ARTICLES produced by LICENSEE or the manufacture or sale of ARTICLES produced by or on behalf of LICENSEE or the use of the LICENSED MXXX in connection with the labeling, distribution or advertisement of any ARTICLES by LICENSEE in violation of any national, state or local law or regulation (excluding laws relating to intangible property or defamation where such use is specifically approved herein or otherwise in writing by LICENSOR where LICENSOR knew or should have reasonably known the specific use would trigger such liability) whether or not the ARTICLES were approved by LICENSOR pursuant to this Agreement. In addition, LICENSEE agrees to defend and hold LICENSOR harmless from and against any claims, suits, losses, damages, demands, injuries and expenses (including reasonable attorneys’ fees), by reason of any acts, whether by omission or commission that may be committed by LICENSEE or any of its servants, agents, contractors or employees. LICENSOR shall give LICENSEE immediate notice of any claims or suits, and LICENSEE shall defend the same, at its own expense, through counsel of its own choice subject to LICENSOR’s approval which will not be unreasonably withheld. In the event there is a conflict of interest which makes it advisable for LICENSOR to retain separate counsel, LICENSEE will reimburse LICENSOR for LICENSOR’s reasonable counsel fees and expenses LICENSOR incurs as a result. The indemnities provided for in this Section shall survive the termination of this Agreement, (b) regarding Agreement throughout the Content (other than Licensed Content) applicable statute 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)limitations.

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. 11.3

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) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify such 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 Indemnified Party provides its prior written consentconsent to such settlement. In any action for which Licensee provides defense on behalf of any Licensor Indemnified Party, not to be unreasonably withheld or delayed)such Licensor Indemnified Party may participate in such defense at its own expense by counsel of its choice.

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. 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. Licensee LICENSEE and its Affiliates shall defendindemnify, indemnify defend and hold harmless Licensor and its MSK, TDI, their respective Affiliates, and their respective officerstrustees, directors, officers, medical and professional staff, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Actionstudents, and any their respective successors, heirs, and assigns (each an “MSK Indemnitee”), against all direct losses suffered or incurred by Licensor in connection with any third party claims and expenses (aincluding legal expenses and reasonable attorneys’ fees) arising out of [***]; provided, however, that LICENSEE will not be obligated to indemnify, defend, and hold harmless any MSK Indemnitee against any Claim to the extent it arises out of, results from, or resulting from any breach is increased by Licensee MSK’s willful misconduct or gross negligence. MSK will give notice to LICENSEE of any provision Claims that might be covered by this Section 11.1 and LICENSEE will have the right to defend the same, including selection of this Agreementcounsel reasonably acceptable to MSK (such approval to not be unreasonably withheld), and control of the proceedings; provided that LICENSEE will not, without the written consent of the MSK Indemnitee, settle or consent to the entry of any judgment with respect to Claims (a) that do not release the MSK Indemnitee from all liability with respect to such Claims, or (b) regarding that may materially adversely affect the Content (MSK Indemnitee or under which the MSK Indemnitee would incur any obligation or liability, other than Licensed Content) of one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject right 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 Licensorselect and retain separate counsel at its own expense to further defend MSK’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)interests.

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. 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. 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) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify such 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 Indemnified Party provides its prior written consentconsent to such settlement. In any action for which Licensee provides defense on behalf of any Licensor Indemnified Party, not to be unreasonably withheld or delayed)such Licensor Indemnified Party may participate in such defense at its own expense by counsel of its choice.

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.

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. 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. Licensee shall defendshall, indemnify at its option and hold harmless Licensor and expense, defend or settle any claim, proceeding, or suit (“Claim”) brought by third parties against Licensor, its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, or assigns (collectively, the “Licensor PartiesIndemnitees”) ), arising 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 occurring as a result of Licensor’s failure to provide Licensee with a reasonable period the production, manufacture, lease, license, sale or distribution of time to remove Content in cases where Licensed Products by Licensee, or any of its Affiliates or sublicensees (i“Licensor Claim”) if (a) the basis or nature Licensor Indemnitees give Licensee prompt written notice of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate Licensor Claim; and (iib) 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 full and complete control over the defense and settlement of such an Action the Licensor Claim; and (c) the Licensor Indemnitees provide assistance, at Licensee’s costexpense, in connection with the defense and settlement of the Licensor Claim as Licensee may reasonably request; and (zd) the Licensor Indemnitees complies with any settlement or court order made in connection with the Licensor Claim., Licensee having exclusive control of will also indemnify each Licensor Indemnitee against and pay (i) all damages, costs, and attorneys’ fees finally awarded against any Licensor Indemnitee in any Licensor Claim; (ii) reasonable costs (including reasonable attorneys’ fees) reasonably incurred by any Licensor indemnitee in connection with the defense, settlement and/or compromise defense of such an Action Licensor Claim, including assistance provided to Licensee in accordance with this Section 7.1 (other than attorneys’ fees and costs incurred without Licensee’s consent after Licensee has accepted defense of such Claim); and, (iii) if any Licensor Claim is settled by Licensee, all amounts to be paid to any third party in settlement of any such Claim; provided that Licensee may shall not settle any Action claim giving rise to an obligation of indemnity under this Section 7.1 without the consent of the affected Licensor Indemnitees unless such settlement involves no more than the payment of money by Licensee, but in a manner that adversely affects Licensor without Licensor’s prior written consent, not to no event shall such consent be unreasonably withheld or delayed)delayed unless the same would reasonably be expected to have a material adverse effect on Licensor or the Patent Rights outside the Field of Use. Notwithstanding the foregoing, Licensee will not be responsible for any Licensor Claim to the extent such Licensor Claim is attributable to (1) the breach or failure to be true of any Licensor representation or warranty contained in this Agreement, (2) the settlement of a Licensor Claim by any Licensor Indemnitee without the prior written approval of Licensee, the approval of which will not be unreasonably withheld, or (3) gross negligence or any intentional misconduct on by part of Licensor or Licensor Indemnitees.

Indemnification by Licensee. Licensee shall defendhereby agrees to save, indemnify defend and hold harmless Licensor POZEN and its Affiliates, Affiliates and their respective directors, officers, directorsemployees and agents (each, employees, agents, shareholders, successors and assigns, (collectively, the an “Licensor PartiesPOZEN Indemnitee”) harmless from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims Losses (a) arising to which any POZEN Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (i) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Licensee, its Affiliates or resulting from any of their respective Sublicensees, (ii) the gross negligence or willful misconduct of any Licensee Indemnitee, or (iii) the breach by Licensee of any provision of warranty, representation, covenant or agreement made by Licensee in this Agreement, in each case ((a)(i), (ii), and (iii)), after the Amended and Restated Effective Date; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any POZEN Indemnitee or the breach by POZEN of any warranty, representation, covenant or agreement made by POZEN in this Agreement or (b) regarding for which Licensee is required to indemnify such POZEN Indemnitee pursuant to Section 13.2 of the Content Original Agreement (other than Licensed Content) with respect to those claims, suits, acts, damages, demands, liabilities, rights of the websites associated with Licensed Domain Namesaction and causes of action that were released by POZEN pursuant to that certain side letter between POZEN and AstraZeneca AB, or (c) regarding any Content that was subject to a request for removal by a Governmental Authoritydated September 16, even if Licensee removes such Content within the time period proscribed by the Governmental Authority2013). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, provided thatWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, 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).HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless Licensor and its AffiliatesXxxxx, and their respective each of its 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 covenant, representation or warranty contained in this Agreement; (ii) any negligent or wrongful act or omission of Licensee (its directors, officers, or agents, or distributors thereof) which is the proximate cause of injury, death Portions of this Agreement, 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 24b-2 of the Securities Exchange Act of 1934. or property damage to a Third Party; (biii) regarding the Content actual or asserted violations of any applicable law or regulation (other than patent or other intellectual property law or regulation) by Licensee, Sublicensees or distributors by virtue of which the Licensed ContentProduct in the Field Manufactured, distributed or sold by Licensee, Sublicensees or distributors shall be alleged or determined to be adulterated, misbranded, mislabeled or otherwise not in compliance with any such applicable law or regulation; (iv) 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 the websites associated with Licensed Domain NamesProduct in the Field by Licensee, Sublicensees or distributors; or (cv) regarding any Content that was subject to a request for removal recall of the Licensed Product in the Field Manufactured, distributed or sold by Licensee, Sublicensees or distributors ordered by a Governmental Authoritygovernmental agency or required by a confirmed product failure as reasonably determined by Licensee, even if Licensee removes Sublicensees or distributors; except to the extent that such Content within the time period proscribed Liability arises in connection with or is otherwise attributable to (A) a breach by the Governmental Authority, provided thatXxxxx of this Agreement or (B) any manufacturing agreement into which Xxxxx may enter pursuant to Section 5.1 or (C), in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result the case 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 clauses (ii) Licensee has not also received notice from through (v), any negligent act or omission or intentional misconduct on the Governmental Authority. Licensee’s obligation part of Xxxxx or any Liability for which Xxxxx 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)provide indemnification 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 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.