Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless Licensor, Holdings and the INFI Indemnitees Licensor Affiliates, the representatives and agents thereof, and each of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or franchisee or any sublicensee of Licensor other than an Affiliate thereof) (collectively, the “Licensor Indemnified Parties”), from and against any and all losses, damages, feescosts, expenses, settlement amounts or costs losses, damages and liabilities (including reasonable legal expense, attorneys’ fees and witness feesexpenses) (“LossesDamages”) suffered by any of the Licensor Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.3 of the Purchase Agreement): (i) any breach by Licensee of this Agreement (including in connection respect of any representation or warranty of Licensee as of the Effective Date); and (ii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensor Indemnified Party resulting from, arising out of, relating to or incurred with a Third Party claim respect to the extent arising out business, operations, conduct, acts or omissions of (a) the research, development, manufacture Licensee or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) Company Affiliate or any of their respective agents, Subsidiaries, Franchisees or sublicensees or any of their directors, officers, employees, consultantssales agents, contractorsindependent contractors or representatives, subcontractors including (t) the offer and sale by any such Person or agents provision of or offer to provide by any such Person any Authorized Services and any matter relating thereto, (u) any other Xxxx of Licensee or any Company Affiliate or other Branded Operator that is combined with any Licensed Xxxx, to the extent of the portion of the combined Xxxx that is not the Licensed Xxxx, (v) any failure by any such Person to comply with any applicable Law (including any franchise Law and all Laws relating to the preparation, offering and contents of a Uniform Franchise Offering Circular and any other franchise disclosure or offering documents and any representations made to franchisees or prospective franchisees), (w) acts or omissions by any such Person after the Effective Date constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, (x) any agreement by or among Licensee or any Company Affiliate or any of their agents, Subsidiaries, Franchisees or sublicensees and any Owned Office, Branded Broker Affiliate (other than a Pre-Existing Broker Affiliate), Branded Franchisee or any other Person (other than a Pre-Existing Broker Affiliate) with respect to any Licensed Xxxx, including in each case any termination thereof after the Effective Date or breach thereof, (y) any agreement by or among Licensee or any Company Affiliate and any Pre-Existing Broker Affiliate (A) in existence prior to the Effective Date, including any termination thereof or breach thereof, except for any Damages described on Schedule D or (B) entered into after the Effective Date, including any actual termination thereof or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of breach thereof and (z) any co-marketing agreement between a Co-Marketer and Licensee or any of its Affiliates Company Affiliate, or any Sublicensee, (b) any breach by Licensee the offer or sale of any product or service of its representationssuch Co-Marketer pursuant thereto or in connection therewith, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee all of the foregoing clauses in this Section 13.1(ii), for those Losses for which Licensor has an obligation to indemnify a Licensee Indemnified Party pursuant to the extent that any such Losses terms of Section 13.2 (xwithout giving effect to Section 13.3) are caused by or pursuant to the gross negligence or willful misconduct of any INFI Indemnitee, or Purchase Agreement (y) are otherwise subject without giving effect to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.27.4 thereof).

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including the INFI Indemnitees Inventors), agents and sponsors of the research (except Licensee) (each, an "Indemnified Party", and collectively, the "Indemnified Parties") from and against any and all lossesclaims, damages, feeslosses, expensesliabilities , settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ ' fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“Losses”"Action ") relating to arising or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or Permitted Sublicensees in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization their use of the IPI-145 Compound or Patent Rights and/or (b) the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any exercise of their respective employeesrights hereunder or under any sublicense, consultantsincluding, contractorsbut not limit ed to (i) the preclinical development and clinical testing of Products, subcontractors or agents after and (ii) the Effective Datemanufacture, including any actual or alleged deathsale, personal bodily injury or damage to real or tangible personal propertyuse, marketing, or other product liability claimed disposition of Products developed, manufactured, sold, marketed, 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 result from 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 afford Licensee the IPI-145 Product Researchedright to defend any such Action, Developed, Manufactured or Commercialized by should CSMC or on behalf 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 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 its Affiliates investigation) which are incurred as a result of any investigation, defense or any Sublicenseesettlement relating to the foregoing, (b) any breach 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 representations, warranties, covenants or obligations 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 this Agreement, or (c) any negligent act or omission or willful misconduct such policies. If the parties determine that evidence of Licensee's insurance coverage is necessary and appropriate, any within thirty (30) days of its Affiliates or any Sublicenseethe Effective Date (subject to extension if reasonably required) and annually thereafter, or any Licensee shall provide CSMC with a certificate of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused insurance issued by the gross negligence appropriate insurance company evidencing the insurance coverage required by 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. The certificate of insurance, endorsements and declarations pages (and any renewals or willful misconduct of any INFI Indemniteereplacements thereof), or (y) are otherwise subject if required, shall be sent to an obligation CSMC's Technology Transfer Office by INFI to indemnify the Licensee Indemnitees under Section 10.2electronic mail at XXXxxxXxxxxxxx@xxxx.xxx.

Indemnification by Licensee. Subject to Sections 13.3 and 13.4, Licensee shall defendindemnify, indemnify defend and hold Licensor, its Affiliates, and their respective directors, officers, employees consultants, contractors, sub-licensees and agents (collectively, the “Licensor Indemnitees”) harmless the INFI Indemnitees from and against any and all lossesclaims, damagessuits, feesproceedings or causes of action (“Claims”) brought against such Licensor Indemnitee, expensesincluding any damages or other amounts payable with respect to such Claims, settlement amounts or costs (including as well as any reasonable legal expense, attorneys’ ' fees and witness fees) costs of litigation incurred as to any such Claim until the indemnifying Party has acknowledged that it will provide indemnification hereunder with respect to such Claim as provided below (collectively, “LossesDamages”) relating to or ), in connection with a Third Party claim each case to the extent arising out of resulting from or based on: (a) the researchany development work done by Licensee for a Product, developmentor any sale, manufacture use, importation, storage, handling, distribution or commercialization offer for sale or sale of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, sub-licensees; (b) Licensee's breach of this Agreement or any breach representation or warranty made by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or herein; (c) any negligent act or omission or the willful misconduct of, or violation of applicable Law by, Licensee, any of its Affiliates or any SublicenseeSub-licensees, or any of their respective employees, consultants, contractors, subcontractors contractors or agents, agents in performing Licensee’s obligations or exercising Licensee’s rights under the performance of this Agreement; except that and/or (d) breach of a contractual or fiduciary obligation owed by Licensee (including without limitation misappropriation of trade secrets). (d) infringement or misappropriation with respect to the Development, Manufacture, or Commercialization of the Product in the Territory under the Licensee IPR Package or Licensee Trademarks. and the foregoing indemnity obligation shall not apply with respect to any INFI Indemnitee to the extent that such Claims or Damages result from any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI matter for which Licensor is required to indemnify the Licensee Indemnitees under Section 10.2Licensee.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold Somaxon and its Affiliates and each of their respective employees, officers, directors and agents (the “Somaxon Indemnitees”) harmless the INFI Indemnitees from and against any and all liabilities, obligations, claims, demands, judgments, losses, costs, damages, fees, expenses, fines, royalties, governmental penalties or punitive damages, interest, settlement amounts or costs amounts, awards and judgments (including reasonable legal expense, attorneys’ fees and witness feesexpenses) (collectively, “Losses”) relating to or in connection with a Third Party claim to the extent arising out of any Third Party claim, suit or proceeding arising out of or related to: (a) the researchnegligence, development, manufacture reckless or commercialization wilful misconduct of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, Indemnitee in performing Licensee’s obligations under this Agreement or exercising otherwise in the seeking, obtaining or maintaining any Regulatory Approval or in Commercialization; (b) any material breach or violation by any Licensee Indemnitee of, or failure to perform by any Licensee Indemnitee of, any representation, warranty, covenant, or other obligation in this Agreement, unless waived in writing by Somaxon; (c) any material violation of applicable Law by any Licensee Indemnitee in connection with performing its obligations under this Agreement or otherwise in the seeking, obtaining or maintenance of any Regulatory Approval or Commercialization; (d) any claim or liability arising from Licensee’s rights exploitation of the licenses granted under this Agreement; except that (e) any actions of any Licensee Indemnitee, including a Sales Representative or scientific liaison, including any false or misleading representations to professionals, customers, or others regarding any Somaxon Indemnitee or the foregoing indemnity Licensed Product; (f) any decision taken hereunder as to which Licensee has final decision-making authority; or (g) the content of the Promotional Materials; excluding, in each case, any Loss for which Somaxon has an obligation to indemnify an Licensee Indemnitee pursuant to Section 12.2 or pursuant to the Supply Agreement, as to which Loss each Party shall not apply with respect to any INFI Indemnitee indemnify the other to the extent that any of their respective liability for such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2Loss.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including the INFI Indemnitees Inventor), agents and sponsors of the research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesclaims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to arising or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or permitted sublicensees in connection with a Third Party claim (a) their use of the Patent Rights or Technical Information and/or (b) the 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 arising out attributable to the negligent activities or intentional misconduct of (a) the research, development, manufacture or commercialization any of the IPI-145 Compound Indemnified 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 afford Licensee the IPI-145 Product by Licenseeright to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee Affiliateto any such settlement, Licensee shall have no obligation to indemnify CSMC or any Sublicenseeother Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, INFI then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the extent properly acting 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 prevailing business practice for the risks involved. Licensee shall provide CSMC with Certificates of Insurance within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.28.1.

Indemnification by Licensee. Licensee shall defend, solely at Licensee’s expense, Licensor, its Affiliates, and each of their respective officers, employees, elected and appointed officials, directors, managers, members, personnel, permitted successors, and their permitted assigns (collectively, the “Licensor Indemnified Parties”), against all claims, lawsuits, actions, causes of action, demands, or proceedings (“Claims”) and shall indemnify and hold harmless the INFI Indemnitees Licensor Indemnified Parties from and against any and all losses, disbursements, fines, fees, penalties, taxes, settlements, awards, damages, feescosts, expenses, settlement amounts liabilities, or costs (including reasonable legal expenseobligations of any kind, attorneys’ fees and witness fees) (“Losses”) arising out of, relating to, or otherwise in respect of any of the following: (i) Claims for bodily injury, death, or damage to tangible personal or in connection with a Third Party claim real property to the extent arising out of extent: (a) proximately caused by the research, development, manufacture negligence or commercialization willful acts or omissions of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertyits personnel, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured its contractors; or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of resulting proximately from Licensee’s failure to perform its representations, warranties, covenants or obligations under this Agreement; (ii) Claims arising from Licensee’s breach of any representation or warranty in this Agreement or from Licensee’s deviation from Licensor directions or requirements; (iii) Claims that any Licensee personnel, contractor or agent is an employee of Licensor, including Claims arising out of Licensee’s failure to promptly pay any Licensee personnel for its services, materials, facilities, equipment or labor; (iv) Licensee’s fraud, violation of law, wrongful misconduct, or misrepresentations; and (cv) Claims arising from any negligent act or omission or willful misconduct of failure by Licensee, any of its Affiliates agents or any Sublicenseecontractors to comply with all applicable safety codes and requirements, or any of their respective employeesincluding NESC compliance, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence attachments of Licensor or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2Licensee.

Indemnification by Licensee. Licensee shall defendindemnify VD after the Term hereof against all claims, indemnify and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs liabilities (including reasonable legal expensesettlements entertain into in good faith with VDI's consent, not to be unreasonably withheld) and expenses (including unreasonable attorneys’ fees and witness ' fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of Licensee's activities hereunder, or out of any defect (awhether obvious or hidden and whether or not present in any sample Licensed Product approved by VDI) the researchin a Licensed Product, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) arising from personal injury or any infringement of their respective employeesany rights of any other Person by the manufacture, consultantssale, contractors, subcontractors possession or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertyuse of Licensed Products, or other product liability claimed their failure to result from the IPI-145 Product Researchedcomply with applicable laws, Developedregulations and standards. The parties indemnified hereunder include VDI, Manufactured or Commercialized by or on behalf and its parents, subsidiaries and affiliates, and co-producers and co-venturers of Licensee or any of VDI. VDI's licensors, its Affiliates or any Sublicenseeand their subsidiaries, (b) any breach by Licensee of any of its representationsand their officers, warrantiesdirectors, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or employees and agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing . This indemnity shall not apply to any claim or liability relating to any infringement of the copyright of a third party caused by VDI's utilization of the Licensed Products and Trademarks in accordance with this Agreement. With respect to any INFI Indemnitee the foregoing indemnity, Licensee shall defend and hold harmless Indemnified Parties and each of them at no cost or expense to them whatsoever, including but not limited to reasonable attorneys' fees and court costs. VDI shall have the extent that right but not the obligation to defend any such Losses (x) are caused by the gross negligence action or willful misconduct proceeding at its own expense with attorneys of its own selection. ["Provided that prompt written notice of any INFI Indemnitee, or (y) are otherwise subject claim is given to an obligation Licensee and Licensee shall have the right to defend by INFI to indemnify the Licensee Indemnitees under Section 10.2counsel of its own choosing.]

Indemnification by Licensee. (a) Licensee shall defend, indemnify and hold harmless the INFI Indemnitees Licensor and its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all lossesloss, damages, fees, expensesdamage, settlement amounts or costs expense (including reasonable legal expenseexpenses), attorneys’ fees and witness fees) (“Losses”) relating to as incurred, resulting from, or in connection with a Third Party claim to the extent arising out of (ai) the researchany breach of this Agreement by Licensee; (ii) any third party claim which alleges that a Licensed Product infringes upon, developmentmisappropriates or violates any United States patents, manufacture copyrights, or commercialization registered trademarks of persons, firms or entities who are not parties to this Agreement where such unlawful activity is completely independent of the IPI-145 Compound Licensed Technology or the IPI-145 Product is of a nature described in Section 8.1(b); and (iii) any claim of product liability or investment losses in any way relating to a Licensed Product, (iv) any claim relating to negligence, misrepresentation, error or omission by Licensee, any Licensee Affiliateits representatives, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertydistributors, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreementresellers, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights failure to pay required taxes due under this Agreement; except that (v) Licensee shall be responsible for any warranties it makes to end users beyond the foregoing indemnity shall not apply scope of this Agreement; and (vi) for any levy made pursuant to any transaction under this Agreement in the nature of customs duties, value added tax (VAT), national sales tax, or any similar tariffs and fees. (b) As a condition to such defense and indemnification, Licensor will provide Licensee with prompt written notice of the claim and permit Licensee to control the defense, settlement, adjustment or compromise of any such claim. Licensor may employ counsel at its own expense to assist it with respect to any INFI Indemnitee such claim; provided, however, that if such counsel is necessary because of a conflict of interest of either Licensee or its counsel or because Licensee does not assume control, Licensee will bear the expense of such counsel. Licensor shall have no authority to the extent that settle any such Losses (x) are caused by the gross negligence or willful misconduct claim on behalf of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2Licensee.

Indemnification by Licensee. Licensee shall defend, indemnify and hold Sony harmless the INFI Indemnitees from and against any and all claims, losses, liabilities, damages, feesexpenses and costs, expensesincluding, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement amounts or costs avoidance of any such claim, which result from or are in connection with (i) a breach of any of the representations or warranties provided by Licensee herein, including reasonable legal expensewithout limitation claims resulting from Licensee's failure to timely pay, attorneys’ fees and witness feesany withholding taxes or other assessments as set forth in Section 9 hereto or any breach of Licensee's confidentiality obligations as set forth in Section 14 hereto; or (ii) any claim of infringement or alleged infringement of any third party's Intellectual Property Rights with respect to the Licensee Software; or (“Losses”iii) relating to any claims of or in connection with a Third Party any bodily injury (including death) or property damage, by whomsoever such claim to the extent is made, arising out of (a) of, in whole or in part, the researchmanufacture, developmentsale, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee and/or use of any of its representationsthe Licensed Products manufactured by Sony hereunder, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct unless due to the negligence of Licensee, Sony in performing any of its Affiliates or any Sublicensee, or the specific duties and/or providing any of their respective employeesthe specific manufacturing services required of it hereunder; provided, consultantshowever, contractorsthat Sony shall give prompt written notice to Licensee of the assertion of any such claim, subcontractors and provided, further, that Licensee shall have the right to select counsel and control the defense and/or settlement thereof, subject to the right of Sony to participate in any such action or agentsproceeding at its own expense with counsel of its own choosing. Licensee shall have the exclusive right, in performing Licensee’s obligations at its discretion, to commence and/or prosecute at its own expense any lawsuit or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply to take such other action with respect to such matter as shall be deemed appropriate by Licensee. Sony shall provide Licensee, at no expense to Sony, reasonable assistance and cooperation concerning any INFI Indemnitee such matter. If Sony is joined as a party to any lawsuit initiated by or against Licensee, Licensee shall indemnify and hold Sony harmless from and against all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys and court costs, incurred in connection with any such lawsuit. Sony shall not agree to the extent that settlement of any such Losses (x) are caused by the gross negligence claim, action or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2proceeding without Licensee's prior written consent.

Indemnification by Licensee. Licensee shall defendEach of INTREXON and ZIOPHARM severally, indemnify but not jointly, hereby agrees to indemnify, hold harmless, and hold harmless subject to the INFI Indemnitees statutory duties of the Texas Attorney General, defend UTMDACC, SYSTEM, and BOARD, and their respective regents, officers, employees, agents and affiliates (collectively, the “UTMDACC INDEMNITEES”) from and against any and all lossesthird party damage, damagesloss, fees, expenses, settlement amounts or costs expense (including reasonable legal expense, attorneys’ fees and witness feesexpenses of litigation) (collectively “LossesLOSSES”) relating to incurred by or imposed upon any of the UTMDACC INDEMNITEES in connection with a Third Party claim to the extent any claims, suits, actions, demands, or judgments (collectively, “CLAIMS”) arising out of or connected with (ai) LICENSEE’s activities under this AGREEMENT or the RESEARCH PROGRAMS performed by LICENSEE under this AGREEMENT, (ii) the research, development, personal injury (including death) or property damage arising out of or connected with a defect in the design or manufacture or commercialization of the IPI-145 Compound or STUDY PRODUCTS, including LICENSEE’s failure to manufacture and provide the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting STUDY PRODUCTS in accordance with Licensee’s express directionGood Manufacturing Practices; (iii) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized use by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee LICENSEE of any of its representations, warranties, covenants the STUDY DATA or obligations under this AgreementSTUDY SPECIMENS; or (iv) the gross negligence or intentional misconduct or unlawful act or omission by LICENSEE or a LICENSEE representative, or (c) the injury or death of any person and/or the damage to property that arises, directly or indirectly, from the intentional, wrongful, or negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the a VISITING SCIENTIST. The foregoing indemnity obligation shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused due to the negligence, recklessness, willful misconduct or breach of this AGREEMENT by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2UTMDACC INDEMNITEE.

Indemnification by Licensee. Licensee shall defendagrees to defend Licensor Indemnitees, at Licensee’s cost and expense, and will indemnify and hold harmless the INFI Licensor Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) Losses relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertyproperty claimed to result, directly or indirectly, from the possession, use or consumption of, or other product liability claimed to result from the IPI-145 treatment with, any Procedure or Product Researched, Developed, Manufactured or Commercialized Exploited by or on behalf of Licensee or any of Licensee, its Affiliates or any SublicenseeSublicensees (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 of its representations, warranties, warranties or covenants or obligations made under this Agreement, ; or (cd) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any SublicenseeSublicensees (other than Licensor, its Affiliates, licensees and Sublicensees), or any of their respective employees, consultants, contractors, subcontractors contractors or agents, in performing Licensee’s the obligations or exercising the rights of the Licensee’s rights , its Affiliates or Sublicensees (other than Licensor, its Affiliates, licensees and Sublicensees) under this Agreement; except that . In the foregoing indemnity 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 counsel reasonably acceptable to the Licensor Indemnitee. The failure to timely give a claim notice shall not apply with respect to any INFI Indemnitee 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 (i.e., there being no requirement that the Licensor Indemnitee pay any amount of money, give any other consideration or agree to any restriction or limitation), the giving by the claimant or plaintiff to the Licensor Indemnitee of a release, in form and substance satisfactory to the Licensor Indemnitee from all liability 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 Losses (x) are caused action or proceeding. Licensee shall not be liable for any settlements, litigation costs or expenses incurred by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Licensor Indemnitees under Section 10.2without Licensee’s written authorization.

Indemnification by Licensee. Licensee will indemnify, defend and hold harmless OSI and its Representatives (each, an “OSI Indemnified Party”), and shall defendcause any and all Sublicensees to indemnify, indemnify defend and hold harmless the INFI Indemnitees OSI Indemnified Parties, from and against any and all lossesclaims, causes, or allegations (whether threatened or pending), judgments, expenses, damages, feesliabilities, expensesobligations, settlement amounts or costs fees (including the reasonable legal expensefees of attorneys and other consulting or testifying professionals), attorneys’ fees costs and witness fees) losses (collectively, “LossesLiabilities”) relating that the OSI Indemnified Party may be required to pay to one or in connection with a more Third Party claim to the extent Parties arising out of or related to: (a) the researchexercise of any rights granted to Licensee under this Agreement, developmentincluding the Development, manufacture Manufacture, Commercialization or commercialization other exploitation or use of the IPI-145 any Compound or Licensed Product by, on behalf of, or under the IPI-145 Product by authority of, Licensee, any Licensee Affiliateof its Affiliates, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) of its Sublicensees or any of their respective employees, consultants, contractors, subcontractors Representatives (including Liabilities arising out of or agents after the Effective Date, including resulting from any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other theory of product liability claimed to result from the IPI-145 concerning any Licensed Product Researched, Developed, Manufactured Manufactured, Commercialized or Commercialized used by Licensee, any of its Affiliates, any of its Sublicensees or on behalf any of their respective Representatives pursuant to any right or licensed granted under this Agreement); (b) the negligence, gross negligence or willful misconduct of Licensee or any of its Affiliates Representatives in performing under this Agreement or any Sublicensee, with respect to the Compound or Licensed Product; and (bc) any the breach by Licensee of any of its representationsrepresentation, warranties, covenants covenant or obligations agreement made by Licensee under this Agreement, or except, in each case of clauses (a) through (c) any negligent act or omission or willful misconduct of Licensee), any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI claims for which OSI is required to indemnify the Licensee Indemnitees under pursuant to Section 10.29.3.

Indemnification by Licensee. Licensee shall defendagrees to indemnify, indemnify defend and hold harmless Gladstone and any third party sponsors of the INFI Indemnitees from research that gave rise to the Licensed Patents (if any), and their respective trustees, officers, staff, employees, representatives and agents (the “Indemnified Parties”) against any and all losses, damages, fees, expenses, settlement amounts or costs expenses (including reasonable without limitation legal expenseexpenses), attorneys’ fees and witness fees) (“Losses”) relating to claims, demands, suits, or in connection with a Third Party claim to the extent other actions arising out of from (a) the research, development, manufacture or commercialization a material breach of the IPI-145 Compound or the IPI-145 Product this Agreement by Licensee, any Licensee Affiliate, any Sublicensee, INFI ; (to b) the extent properly acting in accordance with Licensee’s express direction) gross negligence or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf willful misconduct of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of in connection with its representations, warranties, covenants or obligations under this Agreement, or ; (c) Licensee’s acceptance, use or disposal of any negligent act materials or omission their progeny or willful misconduct derivatives; or (d) Licensee’s exercise of Licenseelicense granted hereunder, including without limitation any cause of action relating to product liability concerning any product, process, or service made, used or sold by Licensee or its Affiliates pursuant to any right or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights license granted under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses damages, expenses, claims demands, suits or other actions arise from (x) are caused a material breach of this Agreement by the Indemnified Parties, or (y) the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees Indemnified Parties in connection with its obligations under Section 10.2this Agreement.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify Licensors, the Stanford Indemnitees, and hold harmless each of their officers, directors, employees (including the INFI Indemnitees Inventor), agents and sponsors of the research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesthird party claims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to or in connection with a Third Party claim to the extent arising out or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or Permitted Sublicensees in connection with (a) their use of the Patent Rights and/or (b) the 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 term “Stanford Indemnitees” means Stanford and Stanford Hospitals and Clinics, and their respective trustees, officers, employees, students, agents, faculty, representatives, and volunteers. The foregoing indemnification shall not apply to any claim, damage, loss, liability, cost or expense to the extent attributable to the negligent activities or intentional misconduct of any of the Indemnified Parties. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC (on behalf of Licensors), and neither Licensor nor any other Indemnified Party shall agree to the compromise or disposition of or enter into any settlement of any such Action without first obtaining prior written approval of Licensee. Licensee shall pay all reasonable, documented costs, including attorneys’ fees, incurred in enforcing this indemnification action. Should Licensors or any other Indemnified Party not promptly notify Licensee in writing of or afford Licensee the right to defend any such Action, or should Licensors or any other Indemnified Party not cooperate with Licensee in the defense or settlement of such Action or obtain the prior written approval of Licensee to any such settlement or other compromise or disposition of such Action, Licensee shall have no obligation to indemnify Licensors or any other Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, then Licensee shall reimburse Licensors for their reasonable, documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which arc incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to Licensors upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by Licensors. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Notwithstanding the foregoing, Licensee’s indemnification obligations hereunder shall not exceed an amount equal to the sum of (a) the researchmarket capitalization of Licensee; plus (b) the aggregate amount of Licensee’s insurance coverage, developmentSuch insurance policies shall name Licensors as additional insured parties, manufacture or commercialization and shall provide a minimum of Three Million Dollars (S3,000,000) in coverage per occurrence. Upon initiation of any human clinical studies using a Product covered by the Patent Rights, Licensee shall have first increased its insurance coverage to an aggregate amount that in Licensee’s reasonable judgment, is commercially reasonable and consistent with prevailing business practice for the risks involved. Licensee shall provide CSMC (on behalf of Licensors) with Certificates of Insurance within thirty (30) days of the IPI-145 Compound or Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting policies required in accordance with Licensee’s express direction) or any this Section 8.1, together with copies of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from endorsement which specifies Licensors as additional insureds and the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or declarations page for each such insurance policy. Licensee shall provide CSMC (on behalf of Licensee Licensors) with prompt written notice of any material change in coverage under such policies. The certificate of insurance, endorsements and declarations pages (and any renewals or any of its Affiliates or any Sublicenseereplacements thereof), if required, shall be sent to (a) CSMC’s Technology Transfer Office by electronic mail at CXXxxxXxxxxxxx@xxxx.xxx and (b) any breach by Licensee of any of to Stanford at its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, address set forth in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.213.1 hereof.

Indemnification by Licensee. (a) Licensee shall defend, indemnify and hold harmless the INFI Indemnitees Licensor and its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all lossesloss, damages, fees, expensesdamage, settlement amounts or costs expense (including reasonable legal expenseexpenses), attorneys’ fees and witness fees) (“Losses”) relating to as incurred, resulting from, or in connection with a Third Party claim to the extent arising out of (ai) any breach of this Agreement; (ii) any third party claim which alleges that the researchLicensee Product incorporating the Licensed Technology infringes upon, developmentmisappropriates or violates any United States patents, manufacture copyrights, or commercialization registered trademarks of persons, firms or entities who are not parties to this Agreement where such unlawful activity is completely independent of the IPI-145 Compound Licensed Technology; and (iii) any claim of product liability in any way relating to the Licensed Product (iv) any claim relating to negligence, misrepresentation, error or the IPI-145 Product omission by Licensee, any Licensee Affiliateits representatives, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertydistributors, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreementresellers, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights failure to pay required taxes due under this Agreement; except that (v) Licensee shall be responsible for any warranties it makes to end users beyond the foregoing indemnity shall not apply scope of this Agreement; and (vi) for any levy made pursuant to any transaction under this Agreement in the nature of customs duties, value added tax (VAT), national sales tax, or any similar tariffs and fees. (b) As a condition to such defense and indemnification, Licensor will provide Licensee with prompt written notice of the claim and permit Licensee to control the defense, settlement, adjustment or compromise of any such claim. Licensor may employ counsel at its own expense to assist it with respect to any INFI Indemnitee such claim; provided, however, that if such counsel is necessary because of a conflict of interest of either Licensee or its counsel or because Licensee does not assume control, Licensee will bear the expense of such counsel. Licensor shall have no authority to the extent that settle any such Losses (x) are caused by the gross negligence or willful misconduct claim on behalf of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2Licensee.

Indemnification by Licensee. 9.1.1. Licensee shall defendwill indemnify, indemnify defend and hold harmless the INFI Indemnitees from Licensor, its Affiliates and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective directors, officers, employees, consultants, contractorsLicensor and agents, subcontractors and their respective successors, heirs, and assigns (each a “Licensor Indemnitee”), against all third party suits, actions, claims, proceedings, liabilities, demands, damages, losses, or agents after the Effective Dateexpenses (including legal expenses, investigative expenses, and reasonable attorneys’ fees), including claims resulting from or connected to the death of or injury to any actual person or alleged deathpersons, personal bodily injury or any damage to real or tangible personal property, resulting from, arising out of, or other product liability claimed otherwise attributable to result from the IPI-145 Product ResearchedLicensee’s or, Developed, Manufactured as applicable Licensee’s Affiliate’s or Commercialized by Sublicensee’s: (a) negligence or on behalf of Licensee or any of its Affiliates or any Sublicenseemisconduct, (b) failure to comply with Applicable Laws or the terms of this Agreement, including any breach by Licensee of any of its representations, warranties, covenants or obligations under Licensee’s express representations and warranties set forth in this Agreement, or (c) any negligent act Exploitation of Licensed Products or omission the exercise of the licenses granted under this Agreement, including the sublicensing, production, manufacture, sale, use, lease, consumption, administration, shipping, storage, transfer, advertisement, analysis, measurement, description, or willful misconduct characterization of Licensee, any of its Affiliates the Licensed Patents or any SublicenseeLicensed Products, or any activity arising from or in connection with any right or obligation of their respective employeesLicensee hereunder, consultantsexcept in each case to the extent resulting from, contractorsarising out of, subcontractors or agents, in performing Licenseeotherwise attributable to Licensor’s obligations failure to comply with Applicable Laws or exercising Licensee’s rights under the terms of this Agreement, including any breach of any express representation, warranty or covenant set forth in this Agreement, or any act of gross negligence or intentional misconduct by Licensor Indemnitee. 9.1.2. Licensor will promptly give notice to Licensee of any suits, actions, claims, proceedings, liabilities, demands, damages, losses, or expenses which might be covered by this Section 9.1 and Licensee will have the right to defend the same, including selection of counsel and control of the proceedings; except provided that Licensee will not, without the foregoing indemnity shall not apply written consent of the applicable Licensor, settle or consent to the entry of any judgment with respect to any INFI Indemnitee to the extent that any such Losses third party claim (x) are caused by that does not release the gross negligence or willful misconduct of any INFI Indemnitee, applicable Licensor Indemnitee(s) from all liability with respect to such third party claim or (y) are otherwise subject which may materially adversely affect Licensor or the Licensor Indemnitees or under which such Licensor or the applicable Licensor Indemnitee(s) would incur any obligation or liability, other than one as to which Licensee has an indemnity obligation by INFI hereunder. Licensor agrees to indemnify fully cooperate and aid such defense. Licensor at all times reserve the Licensee Indemnitees under Section 10.2right to select and retain counsel of its own at its own expense to defend such Licensor’s interests.

Indemnification by Licensee. Licensee shall defend, indemnify and hold Sony harmless the INFI Indemnitees from and against any and all claims, losses, liabilities, damages, feesexpenses and costs, expensesincluding, without limitation, reasonable fees for attorneys, expert witnesses and litigations costs, and including costs incurred in the settlement amounts or costs avoidance of any such claim, which result from or are in connection with (i) a breach of any of the representations or warranties provided by Licensee herein, including reasonable legal expensewithout limitation claims resulting from Licensee's failure to timely pay, attorneys’ fees and witness feesany withholding taxes or other assessments as set forth in Section 9 hereto or any breach of Licensee's confidentiality obligations as set forth in Section 14 hereto; or (ii) any claim of infringement or alleged infringement of any third party's Intellectual Property Rights with respect to the Licensee Software; or (“Losses”iii) relating to any claims of or in connection with a Third Party any bodily injury (including death) or property damage, by whomsoever such claim to the extent is made, arising out of (a) of, in whole or in part, the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee sale and/or use of any of its representationsthe Licensed Products manufactured by Sony hereunder, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct unless due to the negligence of Licensee, Sony in performing any of its Affiliates or any Sublicensee, or the specific duties and/or providing any of their respective employeesthe specific manufacturing services required of it hereunder; provided, consultantshowever, contractorsthat Sony shall give prompt written notice to Licensee of the assertion of any such claim, subcontractors and provided, further, that Licensee shall have the right to select counsel and control the defense and/or settlement thereof, subject to the right of Sony to participate in any such action or agentsproceeding at its own expense with counsel of its own choosing. Licensee shall have the exclusive right, in performing Licensee’s obligations at its discretion, to commence and/or prosecute at its own expense any lawsuit or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply to take such other action with respect to such matter as shall be deemed appropriate by Licensee. Sony shall provide Licensee, at no expense to Sony, reasonable assistance and cooperation concerning any INFI Indemnitee such matter. If Sony is joined as a party to any lawsuit initiated by or against Licensee, Licensee shall indemnify and hold Sony harmless from and against all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys and court costs, incurred in connection with any such lawsuit. Sony shall not agree to the extent that settlement of any such Losses (x) are caused by the gross negligence claim, action or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2proceeding without Licensee's prior written consent.

Indemnification by Licensee. Licensee shall defend, indemnify indemnify, and hold harmless the INFI Indemnitees Licensor and any affiliates and Representatives of Licensor (each, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all lossesLosses asserted against, damagesincurred, feessustained or suffered by a Licensor Indemnified Party as a result of, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of, or relating to: (i) allegations that any Licensee Improvement infringes or misappropriates the Intellectual Property of any third party; (aii) the research, development, manufacture Licensee’s or commercialization its Representatives’ use of the IPI-145 Compound Licensor Intellectual Property, the Platform, and Escrow Materials in a manner not expressly permitted by the Documentation; (iii) Licensee’s combination of the Platform, Licensor Intellectual Property, or the IPI-145 Product by Licensee, Escrow Materials with any Licensee Affiliateor third-party software or other Intellectual Property; (iv) any breach, any Sublicenseefailure, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertymisrepresentation, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee omission of any of its representationsrepresentation, warrantieswarranty, covenants or obligations under this Agreementcovenant, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, condition contained in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that (v) the foregoing indemnity shall not apply willful, negligent or reckless misconduct or negligent acts and/or omissions of Licensee; (vi) Licensee’s or its Representatives’ noncompliance with respect Laws, including Laws relating to any INFI Indemnitee to data privacy and security; (vii) the extent that any such Losses (x) are caused by the gross negligence or willful misconduct acts and omissions of any INFI Indemnitee, or Licensee Representative; and (yviii) are otherwise subject to an obligation by INFI to indemnify the Licensor’s possession and/or use of Licensee Indemnitees under Section 10.2Data as contemplated herein.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless the INFI Indemnitees Licensor, its respective directors, officers, employees and agents, from and against any and all demands, losses, damages, feesliabilities, expensesclaims (including claims of infringement of any patent or property right of a third party except such infringements of which Licensor had prior knowledge and failed to notify Licensee and except for any claims for which Licensor indemnifies Licensee pursuant to either of the Supply Agreements), and costs and expenses incidental thereto (including costs of investigation, defense, settlement amounts and reasonable attorneys' fees) which any or costs all of them may hereafter incur, be responsible for or pay out, which arise out of or are in any way connected with (i) Licensee's breach of any term or provision of this Agreement, or (ii) any loss, injury (including reasonable legal expensedeath), attorneys’ fees and witness feesillness, damage (whether personal or property) (“Losses”) relating to or in connection with a Third Party claim to the extent product liability arising out of (a) the research, development, manufacture or commercialization exercise by the Licensee of its rights under this Agreement other than any product liability arising out of Licensor's activities under either of the IPI-145 Compound or Supply Agreements, including without limitation, the IPI-145 Product use by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by person claiming through or on behalf of Licensee of any Licensed Product or use or practice of any method or process related to the Licensed Patents or Licensed Process or Licensed Technology, or any of its Affiliates use, sale or any Sublicensee, (b) any breach by Licensee other disposition or commercialization of any of its representationsthe Licensed Products, warrantiesLicensed Processes, covenants Licensed Patents or obligations under this Agreement, Licensed Technology or (ciii) any negligent act statement, representation or omission warranty of Licensee or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply other transferee with respect to thereto; but in any INFI Indemnitee event excluding any claim to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI Licensor is responsible to indemnify the Licensee Indemnitees under Section 10.26.1(b).

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including Mxxxxx), agents and sponsors of the INFI Indemnitees research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesclaims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to arising or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or sublicensees in connection with a Third Party claim to the extent arising out of (a) their use the research, development, manufacture Patent Rights or commercialization of Know-How and/or (b) the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any exercise of their respective employeesrights hereunder or under any sublicense, consultantsincluding, contractorsbut not limited to (i) the preclinical development and clinical testing of Products, subcontractors or agents after and (ii) the Effective Datemanufacture, including any actual or alleged deathsale, personal bodily injury or damage to real or tangible personal propertyuse, marketing, or other product liability claimed disposition of Products developed, manufactured, sold, marketed, 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 result from 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 afford Licensee the IPI-145 Product Researchedright to defend any such Action, Developed, Manufactured or Commercialized by should CSMC or on behalf 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 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 its Affiliates investigation) which are incurred as a result of any investigation, defense or any Sublicenseesettlement relating to the foregoing, (b) any breach which reimbursement shall be made to CSMC upon receipt by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, invoices reflecting in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any reasonable detail such Losses (x) are caused expenses incurred by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2CSMC.

Indemnification by Licensee. Licensee shall defendindemnify VDI during and after the Term hereof against all claims, indemnify liabilities (including settlements entered into in good faith with VDI's consent, not to be unreasonably withheld) and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs expenses (including reasonable legal expense, attorneys’ fees and witness ' fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of Licensee's activities hereunder, or out of any defect (awhether obvious or hidden and whether or not present in any sample Licensed Product approved by VDI) the researchin a Licensed Product, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) arising from personal injury or any infringement of their respective employeesany rights of any other person by the manufacture, consultantssale, contractors, subcontractors possession or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertyuse of Licensed Products, or other product liability claimed their failure to result from the IPI-145 Product Researchedcomply with applicable laws, Developedregulations and standards. The parties indemnified hereunder include VDI, Manufactured or Commercialized by or on behalf and its parents, subsidiaries and affiliates, and co-producers and co-venturers of Licensee or any of VDI. VDI's licensors, its Affiliates or any Sublicenseeand their subsidiaries, (b) any breach by Licensee of any of its representationsand their officers, warrantiesdirectors, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or employees and agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing . This indemnity shall not apply to any claim or liability relating to any infringement of the copyright of a third party caused by VDI's utilization of the Licensed Products and Trademarks in accordance with this agreement. With respect to any INFI Indemnitee the foregoing indemnity, Licensee shall defend and hold harmless Indemnified Parties and each of them at no cost or expense to them whatsoever, including but not limited to reasonable attorneys' fees and court costs. VDI shall have the extent that right but not the obligation to defend any such Losses (x) action or proceeding at its own expense with attorneys of its own selection, provided, however, that such attorneys are caused by acceptable to any insurer covering the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2claim.

Indemnification by Licensee. Unless otherwise provided herein, Licensee shall defendwill indemnify, indemnify hold harmless, and hold harmless defend Akebia and its Affiliates and their respective directors, officers, employees, and agents (the INFI Indemnitees “Akebia Indemnitees”) from and against any and all lossesLosses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising that such Losses arise out of (a) the research, development, manufacture or commercialization a breach of the IPI-145 Compound or the IPI-145 Product this Agreement by Licensee, any Licensee Affiliate(b) [**], any Sublicenseein each case, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 a Licensed Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee, the LSP, Designated Wholesalers, or the Licensee Supply Group (including any communications regarding such Licensed Product by Licensee, the LSP, or any of its Affiliates or any Sublicensee, (b) any breach by the Licensee of any of its representations, warranties, covenants or obligations under this AgreementSupply Group), or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Licensee Indemnitee. Notwithstanding the foregoing, Licensee will not have any obligation to indemnify the Akebia Indemnitees (i) to the extent that any Losses arise out of the negligence or willful misconduct of any Akebia Indemnitee or any breach of this Agreement by Akebia, or (yii) are otherwise subject to an obligation for any [**] of any Licensed Product, other than any [**] of any Licensed Product by INFI to indemnify or on behalf of Licensee, the LSP, Designated Wholesalers, or the Licensee Indemnitees under Section 10.2Supply Group.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless the INFI Indemnitees Xxxxx, and each of its employees, officers, directors and agents (each, a “Xxxxx Indemnified Party”), from and against any and all lossesliability, damagesloss, feesdamage, expensescost, settlement amounts or costs (and expense, including reasonable legal expense, attorneys’ fees and witness fees) reasonable expenses of litigation (collectively, a “LossesLiability”) relating ), arising out of any Third Party Claim which the Xxxxx Indemnified Party may incur, suffer or be required to pay to the extent resulting from or arising in connection with a Third Party claim to the extent arising out of (ai) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representationscovenant, warranties, covenants representation or obligations under 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 or property damage to a Third Party; (ciii) 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 Product 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 Licensed Product in the Field by Licensee, Sublicensees or distributors; or (v) a recall of the Licensed Product in the Field Manufactured, distributed or sold by Licensee, Sublicensees or distributors ordered by a governmental agency or required by a confirmed product failure as reasonably determined by Licensee, Sublicensees or distributors; except to the extent that such Liability arises in connection with or is otherwise attributable to (A) a breach by Xxxxx of this Agreement or (B) any manufacturing agreement into which Xxxxx may enter pursuant to Section 5.1 or (C), in the case of clauses (ii) through (v), any negligent act or omission or willful intentional misconduct on the part of Licensee, any of its Affiliates Xxxxx or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect Liability for which Xxxxx is required to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees provide indemnification under Section 10.2.

Indemnification by Licensee. Licensee shall shall, at its sole expense, defend, indemnify and hold Licensor and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensor Indemnitees”) harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim Claims to the extent arising such Claims arise out of of, are based on, or result from (a) the research, development, manufacture or commercialization Development of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicenseeits or their Sublicensees, (b) any Licensee’s manufacturing of Non-Aerosolized Products, (c) Commercialization of Product by or on behalf of Licensee or its Affiliates or its or their Sublicensees, (d) the breach by Licensee of any of its representations, warranties, covenants or Licensee’s obligations under this Agreement, including Licensee’s representations and warranties, covenants and agreements, or (ce) any negligent act or omission or the willful misconduct or negligent acts of Licensee, any of its Affiliates or any SublicenseeAffiliates, or any of their respective the officers, directors, employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations agents of Licensee or exercising Licensee’s rights under this Agreement; except that the its Affiliates. The foregoing indemnity shall obligation will not apply with respect to any INFI Indemnitee (i) to the extent that any the Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensee’s defense of the relevant Claim is prejudiced by such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, failure; or (yii) are otherwise subject to Claims for which Licensor has an obligation by INFI to indemnify Licensee pursuant to Section 10.1, as to which Claims each Party shall indemnify the Licensee Indemnitees other to the extent of its respective liability for such Claims. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Section 10.2.Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including the INFI Indemnitees Inventor), agents and sponsors of the research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesclaims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any third party action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to or in connection with a Third Party claim to the extent arising out or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or Permitted Sublicensees in connection with (a) the research, development, manufacture or commercialization their use of the IPI-145 Compound Patent Rights or Technical Information and/or (b) the IPI-145 Product by Licenseeexercise 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 Licensee Affiliateclaim, any Sublicenseedamage, INFI (loss, liability, cost or expense to the extent properly acting attributable to the acts or omissions of any licensee of CSMC other than Licensee or a Permitted Sublicensee, or the negligent activities or intentional misconduct of any of the Indemnified 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 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 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 as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC. Licensee shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. 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 prevailing business practice for the risks involved. Licensee shall provide CSMC with Certificates of Insurance within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with Licensee’s express direction) or any [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of their respective employeesthe Securities Exchange Act of 1934, consultantsas amended. this Section 8.1, contractors, subcontractors or agents after together with copies of the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from endorsement which specifies CSMC as an additional insured and the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of declarations page for each such insurance policy. Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee shall provide CSMC with prompt written notice of any material change in coverage under such policies. The certificate of its representationsinsurance, warrantiesendorsements and declarations pages (and any renewals or replacements thereof), covenants or obligations under this Agreementif required, or (c) any negligent act or omission or willful misconduct of Licenseeshall be sent to CSMC’s Technology Transfer Office by electronic mail at XXXxxxXxxxxxxx@xxxx.xxx and by prepaid, any of its Affiliates or any Sublicenseefirst class, or any of their respective employeescertified mail, consultantsreturn receipt requested, contractorsat the following address: 0000 X. Xxxxx Xxxxxx, subcontractors or agentsXxxxx #000, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI IndemniteeXxx Xxxxxxx, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2XX 00000.

Indemnification by Licensee. Licensee shall defendindemnify VDI during and after the Term hereof against all claims, indemnify liabilities (including settlements entertain into in good faith with VDI's consent, not to be unreasonably withheld) and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs expenses (including reasonable legal expense, attorneys’ fees and witness ' fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of Licensee's activities hereunder, or out of any defect (awhether obvious or hidden and whether or not present in any sample Licensed Product approved by VDI) the researchin a Licensed Product, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) arising from personal injury or any infringement of their respective employeesany rights of any other person by the manufacture, consultantssale, contractors, subcontractors possession or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertyuse of Licensed Products, or other product liability claimed their failure to result from the IPI-145 Product Researchedcomply with applicable laws, Developedregulations and standards. The parties indemnified hereunder include VDI and its parents, Manufactured or Commercialized by or on behalf subsidiaries and affiliates, and co-producers and co-venturers of Licensee or any of VDI. VDI's licensors, its Affiliates or any Sublicenseeand their subsidiaries, (b) any breach by Licensee of any of its representationsand their officers, warrantiesdirectors, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or employees and agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing . This indemnity shall not apply to any claim or liability relating to any infringement of the copyright of a third party caused by VDI's utilization of the Licensed Products and Trademarks in accordance with this Agreement. With respect to any INFI Indemnitee the foregoing indemnity, Licensee shall defend and hold harmless Indemnified Parties and each of them at no cost or expense to than whatsoever, including but not limited to reasonable attorneys' fees and court costs. VDI shall have the extent that right but not the obligation to defend any such Losses (x) are caused by the gross negligence action or willful misconduct proceeding at its own expense with attorneys of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2its own selection.

Indemnification by Licensee. ‌ 21.1 Licensee shall defendindemnify Licensor and its directors, indemnify officers, employees, agents and hold harmless the INFI Indemnitees Group Companies from and against any and all lossesclaims, actions, proceedings, damages, feesliabilities, expenseslosses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent expenses arising out of or otherwise relating to Licensee’s and/or its Group Companies’ and/or Contractual Partners’ and/or Affiliates’ (i) use or misuse of the Service; (ii) breach of any term, condition or warranty under the Agreement; or (iii) negligence, wilful misconduct or failure to comply with applicable law; provided however, that: (a) the research, development, manufacture or commercialization Licensor promptly notifies Licensor in writing of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, such claim upon becoming aware thereof; (b) any breach by Licensee shall have sole control of the defence of any of action on such claim and all negotiations for its representations, warranties, covenants settlement or obligations under this Agreement, or compromise; and (c) any negligent act Licensor shall cooperate fully with Licensee to facilitate the settlement or omission or willful misconduct defence of Licenseesuch claim. 21.2 INDEMNIFICATION BY LICENSEE AS AFORESAID IS LIMITED TO THE AMOUNT FINALLY AWARDED IN A FINAL JUDGMENT BY A COURT OR AGREED UPON BY LICENSEE IN A SETTLEMENT. IN NO EVENT SHALL LICENSEE BE LIABLE FOR ANY CONSEQUENTIAL, any of its Affiliates or any SublicenseeINCIDENTAL, or any of their respective employeesINDIRECT, consultantsSPECIAL, contractorsPUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, subcontractors or agentsWITHOUT LIMITATION, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (xLOST PROFITS, BUSINESS OR GOODWILL) are caused by the gross negligence or willful misconduct of any INFI IndemniteeSUFFERED OR INCURRED BY LICENSOR. THE FOREGOING STATES LICENSEE’S ENTIRE LIABILITY, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2AND LICENSOR’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INDEMNIFICATION PURSUANT TO THIS CLAUSE.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including Mxxxxx), agents and sponsors of the INFI Indemnitees research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesclaims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to arising or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or sublicensees in connection with a Third Party claim to the extent arising out of (a) their use the research, development, manufacture Patent Rights or commercialization of Know-How and/or (b) the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any exercise of their respective employeesrights hereunder or under any sublicense, consultantsincluding, contractorsbut not limited to (i) the preclinical development and clinical testing of Products, subcontractors or agents after and (ii) the Effective Datemanufacture, including any actual or alleged deathsale, personal bodily injury or damage to real or tangible personal propertyuse, marketing, or other product liability claimed disposition of Products developed, manufactured, sold, marketed, 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 result from 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 afford Licensee the IPI-145 Product Researchedright to defend any such Action, Developed, Manufactured or Commercialized by should CSMC or on behalf 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 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 its Affiliates investigation) which are incurred as a result of any investigation, defense or any Sublicenseesettlement relating to the foregoing, (b) any breach which reimbursement shall be made to CSMC upon receipt by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, invoices reflecting in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any reasonable detail such Losses (x) are caused expenses incurred by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2CSMC.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including the INFI Indemnitees Inventors), agents and sponsors of the research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesclaims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to arising or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or Permitted Sublicensees in connection with a Third Party claim to the extent arising out of (a) their use the research, development, manufacture Patent Rights or commercialization of Technical Information and/or (b) the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any exercise of their respective employeesrights hereunder or under any sublicense, consultantsincluding, contractorsbut not limited to (i) the preclinical development and clinical testing of Products, subcontractors or agents after and (ii) the Effective Datemanufacture, including any actual or alleged deathsale, personal bodily injury or damage to real or tangible personal propertyuse, marketing, or other product liability claimed disposition of Products developed, manufactured, sold, marketed, 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 result from 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 afford Licensee the IPI-145 Product Researchedright to defend any such Action, Developed, Manufactured or Commercialized by should CSMC or on behalf 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 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 its Affiliates investigation) which are incurred as a result of any investigation, defense or any Sublicenseesettlement relating to the foregoing, (b) any breach 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 representations, warranties, covenants or obligations 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 this Agreement, or (c) any negligent act or omission or willful misconduct such policies. If the parties determine that evidence of Licensee’s insurance coverage is necessary and appropriate, any within thirty (30) days of its Affiliates or any Sublicenseethe Effective Date (subject to extension if reasonably required) and annually thereafter, or any Licensee shall provide CSMC with a certificate of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused insurance issued by the gross negligence appropriate insurance company evidencing the insurance coverage required by 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. The certificate of insurance, endorsements and declarations pages (and any renewals or willful misconduct of any INFI Indemniteereplacements thereof), or (y) are otherwise subject if required, shall be sent to an obligation CSMC’s Technology Transfer Office by INFI to indemnify the Licensee Indemnitees under Section 10.2electronic mail at CXXxxxXxxxxxxx@xxxx.xxx.

Indemnification by Licensee. Licensee shall defend, indemnify indemnify, and hold TXMD, its Affiliates and their respective officers, directors, employees, and agents (the “TXMD Indemnitees”) harmless the INFI Indemnitees from and against any and all lossesdamages or other amounts payable to a Third Party claimant, damages, fees, expenses, settlement amounts or costs (including as well as any reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim costs of litigation incurred by such TXMD Indemnitees, all to the extent arising resulting from claims, suits, proceedings, or causes of action brought by such Third Party (collectively, “TXMD Claims”) to the extent that such TXMD Claims arise out of of, are based on, or result from (a) the researchstorage, developmenthandling, manufacture or commercialization Commercialization of the IPI-145 Compound or the IPI-145 Product by LicenseeLicensee or its Affiliates, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors Sublicensees or agents after distributors (the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of “Licensee or any of its Affiliates or any Sublicensee, Group”); (b) any material breach by Licensee of this Agreement or of any of Licensee’s or its Affiliate’s representations, warranties, covenants or obligations under this the Agreement, or ; (c) any negligent act or omission or the willful misconduct or negligent acts or omissions of Licensee, any of Licensee or its Affiliates or any SublicenseeAffiliates, or any of their respective the officers, directors, employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that agents of the Licensee Group. The foregoing indemnity obligation shall not apply to the extent that the TXMD Indemnitees fail to comply with respect to any INFI Indemnitee the indemnification procedures set forth in Section 14.3 and Licensee’s defense of the relevant TXMD Claims is prejudiced by such failure, or to the extent that any such Losses TXMD Claim arises from, is based on, or results from (x) are caused by the gross negligence or willful misconduct a material breach of any INFI Indemniteeof TXMD’s representations, warranties, or obligations under the Agreement; or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2willful misconduct or negligent acts of any TXMD Indemnitee.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including the INFI Indemnitees Inventors), agents and sponsors of the research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesclaims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to arising or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or permitted sublicensees in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization their use of the IPI-145 Compound Patent Rights or Technical Information and/or (b) the IPI-145 Product by 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. 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 afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee Affiliateto any such settlement, Licensee shall have no obligation to indemnify CSMC or any Sublicenseeother Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, INFI then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the extent properly acting 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 Certificates of Insurance within thirty (30) days of the Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.28.1.

Indemnification by Licensee. (a) Licensee shall defend, indemnify and hold harmless the INFI Indemnitees Company and its officers, directors, employees, shareholders, Licensees, agents, successors and assigns from and against any and all lossesloss, damagesdamage, feessettlement, expenses, settlement amounts costs or costs expense (including reasonable legal expenseexpenses), attorneys’ fees and witness fees) (“Losses”) relating to as incurred, resulting from, or in connection with a Third Party claim to the extent arising out of any claim related to Licensee's (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates sublicensees' or any Sublicensee, (bEnd Users') any breach by Licensee use of the Licensed Technology or Modified Licensed Technology or other utilization of any rights hereunder, other than those matters with respect to which Licensee is entitled to indemnification pursuant to Section 10.1 above. As a condition to such defense and indemnification, Company will provide Licensee with prompt written notice of the claim and permit Licensee to control the defense, settlement, adjustment or compromise of any such claim. Company may employ counsel at its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply own expense to assist it with respect to any INFI Indemnitee such claim; provided, however, that if such counsel is necessary because of a conflict of interest of either Licensee or its counsel or because Licensee does not assume control, Licensee will bear the expense of such counsel. Company shall have no authority to the extent that settle any such Losses claim on behalf of Licensee. (xb) are caused by the gross negligence or willful misconduct of any INFI IndemniteeTHE FOREGOING PROVISIONS OF THIS SECTION 10.2 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSEE AND THE EXCLUSIVE REMEDY OF COMPANY, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF PROPRIETARY RIGHTS, INCLUDING BUT NOT LIMITED TO ANY PATENT, COPYRIGHT, TRADEMARK, WHETHER KNOWN OR UNKNOWN, BY THE LICENSED TECHNOLOGY OR ANY PART THEREOF. LICENSEE'S OBLIGATIONS UNDER THIS SECTION 10.2 ARE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 11.

Indemnification by Licensee. Licensee shall defendwill indemnify, indemnify defend and hold harmless the INFI Indemnitees from each Licensor, its Affiliates and their respective directors, officers, employees, consultants, licensors and agents, and their respective successors, heirs, and assigns (each a “Licensor Indemnitee”), against any and all lossesthird party suits, actions, claims, proceedings, liabilities, demands, damages, feeslosses, or expenses (including legal expenses, settlement amounts or costs (including investigative expenses, and reasonable legal expense, attorneys’ fees fees), including claims resulting from or connected to the death of or injury to any person or persons, or any damage to property, resulting from, arising out of, or otherwise attributable to Licensee’s or, as applicable Licensee’s Affiliate’s or sublicensee’s: (a) negligence or misconduct, (b) failure to comply with Applicable Laws or the terms of this Agreement, including any breach of Licensee’s express representations and witness feeswarranties set forth in this Agreement, (c) (“Losses”) relating to Exploitation of Licensed Products or the exercise of the licenses granted under this Agreement, including the production, manufacture, sale, use, lease, consumption, administration, shipping, storage, transfer, advertisement, analysis, measurement, description, or characterization of the Licensed Technology, Auxiliary Technologies, Auxiliary Technology Patents, Improvements, Improvement Patents, Cell Line or Licensed Products, or any activity arising from or in connection with a Third Party claim any right or obligation of Licensee hereunder, except in each case to the extent resulting from, arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal propertyof, or other product liability claimed otherwise attributable to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any a Licensor’s breach by Licensee of any express representation, warranty or covenant set forth in Section 6.1 of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act of gross negligence or omission or willful intentional misconduct by a Licensor Indemnitee. The Licensors will promptly give notice to Licensee of Licenseeany suits, any of its Affiliates or any Sublicenseeactions, claims, proceedings, liabilities, demands, damages, losses, or expenses which might be covered by this Section 9.1 and Licensee will have the right to defend the same, including selection of counsel and control of the proceedings; provided that Licensee will not, without the written consent of the applicable Licensor, settle or consent to the entry of any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply judgment with respect to any INFI Indemnitee to the extent that any such Losses third party claim (x) are caused by that does not release the gross negligence or willful misconduct of any INFI Indemnitee, applicable Licensor Indemnitee(s) from all liability with respect to such third party claim or (y) are otherwise subject which may materially adversely affect the applicable Licensor(s) or the Licensor Indemnitees or under which such Licensor(s) or the applicable Licensor Indemnitee(s) would incur any obligation or liability, other than one as to which Licensee has an indemnity obligation by INFI hereunder. Each Licensor agrees to indemnify fully cooperate and aid such defense. Licensors at all times reserve the Licensee Indemnitees under Section 10.2right to select and retain counsel of its own at its own expense to defend such Licensor’s interests.

Indemnification by Licensee. Subject to Section 8.2 hereof, Licensee shall defendhold harmless, defend and indemnify CSMC and hold harmless each of its officers, directors, employees (including the INFI Indemnitees Inventors), agents and sponsors of the research (except Licensee) (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all lossesclaims, damages, feeslosses, expensesliabilities, settlement amounts or costs and expenses (including reasonable legal expense, attorneys’ fees and witness feesexpenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration or dispute of any kind (“LossesAction”) relating to arising or resulting from any negligence or willful acts or omissions on the part of Licensee, its Affiliates or Permitted Sublicensees in connection with a Third Party claim to the extent arising out of (a) their use the researchPatent Rights or Technical Information and/or (b) the exercise of their rights hereunder or under any sublicense, developmentincluding, manufacture but not limited to (i) the preclinical development and clinical testing of Products, and (ii) the manufacture, sale, use, marketing, or commercialization other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought against any of the IPI-145 Compound 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 afford Licensee the IPI-145 Product by Licenseeright to defend any such Action, or should CSMC or any other Indemnified Party not obtain the approval of Licensee Affiliateto any such settlement, Licensee shall have no obligation to indemnify CSMC or any Sublicenseeother Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, INFI then Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the extent properly acting foregoing, which reimbursement shall be made to CSMC upon receipt by Licensee of invoices reflecting in accordance with Licensee’s express directionreasonable detail such expenses incurred by CSMC. Within one hundred and twenty (120) or any of their respective employees, consultants, contractors, subcontractors or agents after days following the Original Effective Date, Licensee shall obtain and maintain insurance policies (including any actual or alleged death, personal bodily injury or damage products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to real or tangible personal property, or other product liability claimed cover its activities and to result from comply with the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf indemnification obligations set forth above. Such insurance policies shall name CSMC as an additional insured party and shall provide a minimum of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee $1,000,000 in coverage per occurrence. Upon initiation of any human clinical studies of Products, Licensee shall increase its representations, warranties, covenants insurance coverage to a minimum of $10,000,000 in the aggregate or obligations such lower amount as approved by CSMC’s Risk Management Director in writing at such time. Licensee shall provide CSMC with prompt written notice of any material change in coverage under this Agreement, or (c) any negligent act or omission or willful misconduct such policies. If the parties determine that evidence of Licensee’s insurance coverage is necessary and appropriate, any within thirty (30) days of its Affiliates or any Sublicenseethe Original Effective Date (subject to extension if reasonably required) and annually thereafter, or any Licensee shall provide CSMC with a certificate of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused insurance issued by the gross negligence appropriate insurance company evidencing the insurance coverage required by 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. The certificate of insurance, endorsements and declarations pages (and any renewals or willful misconduct of any INFI Indemniteereplacements thereof), or (y) are otherwise subject if required, shall be sent to an obligation CSMC’s Technology Transfer Office by INFI to indemnify electronic mail at CSTechTrxxxxxx@xxxx.xxx xxx xx prepaid, first class, certified mail, return receipt requested, at the Licensee Indemnitees under Section 10.2following address: 8797 Bevxxxx Xxxxxxxxx, Suite 206, Los Angeles, CA 90048.