Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee agrees to indemnify, hold harmless and defend Salk, its trustees, officers, employees and agents, and the inventors (the “Salk Entities”) of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of (a) the development, manufacture, storage, sale or other distribution, or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; (b) the use by end-users and other third parties of Licensed Products or Patent Rights; and/or (c) any representation, warranty or statement by Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreement, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expense.

Indemnification by Licensee. 9.1.1 Licensee agrees to indemnifyshall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and defend Salkagainst any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its trusteesAffiliates or Sublicensees and its or their respective directors, officers, employees and agents, and the inventors in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (the “Salk Entities”b) any breach of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action asserted this Agreement by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Licensee; (ac) the development, manufacturemanufacturing or commercialization (including commercial manufacturing, storagepackaging and labeling of Products, sale and all product liability losses) of a Licensed Product by or other distribution, on behalf of Licensee or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, distributors, agents Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or representativessuit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the use by end-users individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which (a) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Penn or representatives, concerning Salkany other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of SalkPenn, which consent or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall not be unreasonably withheld or delayed. Salk shall reasonably cooperate fully with Licensee and its legal representatives counsel in the investigation and course of the defense of any matter giving rise such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s expensereceipt of invoices for such fees and expenses.

Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless Licensor and defend Salkits Affiliates, its trusteesand each of their respective directors, officers, employees and employees, agents, and the inventors representatives (the each, a “Salk EntitiesLicensor Indemnitee”) of the patents from and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, actions, demands, judgments or causes other proceedings brought by any Third Party (each, a “Claim”) and all liabilities, expenses, damages, or losses, including reasonable legal expense and attorneys’ fees (collectively, - 40 - [*] = 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 action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933the Securities Exchange Act of 1934, as amended. “Losses”), to which any Licensor Indemnitee may become subject as a result of any such Claim to the extent such Claim arises or results from: (a) the development, manufacture, storage, sale practice by Licensee or other distribution, or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents Sublicensees under any license granted to it under Section 2.1 (Exclusive License Grant) or representativesthe use of any Licensor Materials provided to Licensee hereunder; (b) the use by end-users and other third parties Exploitation of the Licensor Materials, Licensed Compounds, or Licensed Products by or Patent Rights; and/or (c) any representationon behalf of Licensee, warranty or statement by Licensee or its Affiliates, Subcontractors, or Sublicensees, distributorsincluding any Claim related to any product liability, agents or representatives, concerning Salkpersonal injury, or death caused by any Licensed Compound or Licensed Product; (c) the Patent Rightsbreach by Licensee of any warranty, except representation, covenant, or agreement made by Licensee in this Agreement; (d) the fraud, negligence, or willful misconduct of Licensee, or its Affiliates, Subcontractors, or Sublicensees, or any officer, director, employee, agent, or representative thereof; or (e) the failure to comply with Applicable Law by or on behalf of Licensee under this Agreement or in connection with the Exploitation of any Licensed Compound or Licensed Product; except, with respect to each of subsections (a) through (e), to the extent such liabilities and/or damages are Losses arise directly or indirectly from the result fraud, negligence, or willful misconduct of the Salk Entities’ any Licensor Indemnitee or breach of this Agreement, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense Agreement by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expenseLicensor.

Indemnification by Licensee. Licensee agrees does hereby indemnify Friday's against and agree to indemnify, save and hold Friday's harmless of and defend Salk, its trustees, officers, employees and agents, and the inventors (the “Salk Entities”) of the patents and patent applications included in the Patent Rights against from any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action action, liabilities, damages, costs and expenses (including reasonable counsel and attorneys' fees and expenses) which may be asserted by third parties arising out PORTIONS OF against Friday's, or which Friday's may sustain or incur in any action or claim against Friday's by third parties, for or by reason of any breach of the terms of this Agreement or acts or omissions sounding in tort (including negligence, defective product liability or intentional torts) committed by Licensee or any of its representatives, agents or employees in connection with Licensee's performance under this Agreement; provided, however, that, as express conditions precedent to such indemnity, Friday's shall (i) [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT WERE DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER SEC RULE 406 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED promptly advise Licensee of such Action; and (ii) fully cooperate with Licensee and its representatives in the defense or settlement of the Action; provided, however, that Friday's reasonable out of pocket costs, if any, incurred in providing such cooperation shall be reimbursed by Licensee. Licensee shall have the right (to the exclusion of Friday's) to (a) select such counsel and other representatives to represent Licensee in connection with the developmentAction (provided that Friday's may elect, manufactureat its expense, storage, sale or other distribution, or any other use to participate in the defense of Licensed Products or Patent Rights, or exercise the Action through counsel of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representativesown choosing); (b) make all decisions, judgments and elections in connection with the use by end-users Action; and other third parties of Licensed Products or Patent Rights; and/or (c) any representationsettle or compromise the Action in its sole discretion, warranty provided such settlement does not materially impair Friday's rights or statement by Licensee benefits under this Agreement. Licensee's liability under this Section 12(B) shall be capped at the greater of: (i) the minimum umbrella liability insurance coverage amount set forth in Section 13; or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or (ii) Licensee' actual minimum umbrella liability insurance coverage at the Patent Rights, except to the extent such liabilities and/or damages are the result time of the Salk Entities’ breach of this Agreement, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the relevant claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expense.

Indemnification by Licensee. Licensee agrees to indemnifywill defend, indemnify and hold harmless Friday’s, TGIF and defend Salktheir Affiliates, its trusteesand their respective franchisees, licensees, directors, officers, employees and employees, agents, shareholders, affiliates, successors and the inventors assignees against third party Claims and any related Costs (the “Salk Entities”as defined in Section 10.3 below) arising out of the patents and patent applications included or in the Patent Rights against connection (i) a breach by Licensee of any and all liability and/or damages representation, warranty, covenant, or other term or provision of this Agreement; (ii) any negligent, tortious or otherwise wrongful act or omission of Licensee or third parties acting on its behalf with respect to any claims, suits, demands, judgments the performance of its obligations or causes of action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of the activities contemplated under this Agreement; (aiii) the developmentalleged or actual infringement, manufacture, storage, sale misappropriation or other distribution, violation of intellectual property rights of any third party to the extent provided or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; (b) the use by end-users and other third parties of Licensed Products or Patent Rights; and/or (c) any representation, warranty or statement caused by Licensee or any third party acting on its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salkbehalf, or based on Licensee’s Intellectual Property or the Patent Rightsintellectual property of any third party acting on its behalf, except the Licensed Products, Packaging or Advertising Materials (apart from the Licensed Materials); (iv) any product safety risk, Recall or market withdrawal of the Licensed Products initiated pursuant to Licensee’s Recall Protocol pursuant to a request from a regulatory agency with jurisdiction over the Licensed Products; (v) any defect or alleged defect in the Licensed Products; and (vi) any Subcontractor Agreement with any third party manufacturer and any act or failure to act of any party to such Subcontractor Agreement, and in each case, to the extent attributable to Licensee’s actions or omissions but only to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreement, gross negligence act or willful misconduct. If a Salk Entity intends failure would be subject to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected if committed directly by Licensee. No settlementLicensee will further defend, consent judgment indemnify and hold harmless Friday’s, TGIF and their Affiliates, and their respective franchisees, licensees, directors, officers, employees, agents, shareholders, affiliates, successors and assignees against any Claims or other voluntary final disposition Costs for (a) harm or damage to the goodwill of any of Friday’s of its Affiliates’ brands, or (b) decreases in sales at Friday’s company-owned, company-operated or franchised restaurants ((a) and (b) collectively, the “Indirect Damages”), to the extent attributable to Licensee’s acts or omissions with respect to the performance of its obligations under this Agreement and both causation and degree of damage is proved in accordance with the requirements of applicable law; provided, however, in no event shall Licensee’s total liability for the Indirect Damages exceed the total amount of [***]. For the purposes of clarity, in no event will franchisees of TGIF be considered third parties for purposes of this Section 10.2 if their claims are based on Licensee’s use of the Licensed Materials as permitted under this Agreement. Licensee may be entered into not settle any Claim that either (i) imposes any material obligation, (ii) fails to release, or (iii) admits fault, wrongdoing any liability on the part of Friday’s or damages TGIF or their Affiliates without the Friday’s prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expenseconsent.

Indemnification by Licensee. 9.1.1 Licensee agrees to indemnifyshall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and defend Salkagainst any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its trusteesAffiliates or Sublicensees and its or their respective directors, officers, employees and agents, and the inventors in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (the “Salk Entities”b) any breach of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action asserted this Agreement by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Licensee; (ac) the development, manufacturemanufacturing or commercialization (including commercial manufacturing, storagepackaging and labeling of Products, sale and all product liability losses) ​ of a Licensed Product by or other distribution, on behalf of Licensee or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, distributors, agents Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or representativessuit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the use by end-users individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which (a) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Penn or representatives, concerning Salkany other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of SalkPenn, which consent or (c) grant any rights under the Penn Patent Rights or DRG Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall not be unreasonably withheld or delayed. Salk shall reasonably cooperate fully with Licensee and its legal representatives counsel in the investigation and course of the defense of any matter giving rise such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s expensereceipt of invoices for such fees and expenses.

Indemnification by Licensee. 7.1.1 Licensee agrees to indemnifyshall defend, indemnify and hold harmless Penn and defend Salk, its respective trustees, officers, employees faculty, students, employees, contractors and agents, and the inventors agents (the “Salk EntitiesPenn Indemnitees”) of the patents harmless from and patent applications included in the Patent Rights against any and all liability and/or damages with respect liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to any claims, suits, demands, judgments or causes of action asserted by third parties the extent arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Third Party claims or suits related to (a) this Agreement or any Sublicense, including (i) the development, testing, use, manufacture, storagepromotion, sale or other distributiondisposition of any Product (including any product liability claim), (ii) any enforcement action or any other use suit brought by Licensee against a Third Party for infringement of Licensed Products or Penn Patent Rights, (iii) any claim by a Third Party that the practice of Penn Patent Rights or exercise the design, composition, manufacture, use, sale or other disposition of any Product infringes or violates any patent, copyright, trade secret, trademark or other rights granted hereunderintellectual property right of such Third Party, (iv) any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; Sublicensees and (b) the use by end-users and other third parties of Licensed Products Licensee’s negligence, omissions or Patent Rights; and/or (c) any representationwillful misconduct, warranty or statement by Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except provided that Licensee’s obligations pursuant to this Section 7.1 shall not apply to the extent such liabilities and/or damages are claims or suits result from the result of the Salk Entities’ breach of this Agreementnegligence, gross negligence or willful misconduct. If misconduct of any of Penn Indemnitees as determined by a Salk Entity intends court of law. 7.1.2 As a condition to claim a Penn Indemnitee’s right to receive indemnification under this SectionSection 7.1, it shall Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee shall assume in the defense defense, settlement or compromise of such claim or suit; and shall (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or disposition settle any claim or suit in a manner which (a) admits fault or negligence on the part of the claimPenn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, at Licensee’s sole expense by counsel selected by Licensee. No settlementor forbear to take, consent judgment or other voluntary final disposition may be entered into that admits faultany action, wrongdoing or damages without the prior written consent of Salk, Penn (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 2. Salk Penn shall reasonably cooperate fully with Licensee and its legal representatives counsel in the investigation and course of the defense of any matter giving rise such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 7.1.3 Notwithstanding Section 7.1.2 above, in the event that Penn believes in good faith that a bonafide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at Licensee’s expensethen Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any [***]. Licensee will [***].

Indemnification by Licensee. Licensee agrees to will, at its sole expense, defend, indemnify, and hold harmless Licensor and defend Salk, its trustees, Affiliates and their respective officers, employees and agentsdirectors, and the inventors THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (the THE “Salk EntitiesCOMMISSION”) of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claimsPURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, suitsAS AMENDED, demandsGRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, judgments or causes of action asserted by third parties arising out THE CONFIDENTIAL PORTIONS OF HAVE BEEN OMITTED FROM THIS EXHIBIT WERE OMITTED EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933COMMISSION. of OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. shareholders or owners, employees, and agents (the “Licensor Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the development, manufacture, storage, sale Development or other distribution, Commercialization of any Development Candidates or any other use Products by or on behalf of Licensed Products Licensee or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or its or their Sublicensees, distributors, agents or representatives; (b) the use by end-users breach of any of Licensee’s obligations under this Agreement, including Licensee’s representations and other third parties of Licensed Products warranties, covenants and agreements or Patent Rights; and/or (c) any representationthe willful misconduct or negligent acts of Licensee, warranty its Affiliates, or statement by the officers, directors, employees, or agents of Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except . The foregoing indemnity obligation will not apply (i) to the extent such liabilities and/or damages are that (x) the result Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensee’s defense of the Salk Entities’ breach relevant Claims is prejudiced by such failure or (y) such Claims arise out of this Agreement, or result from the gross negligence or willful misconduct. If a Salk Entity intends misconduct of Licensor or its Affiliates, or any related breach by Licensor of its representations, warranties or covenants hereunder; or (ii) to claim indemnification under this SectionClaims for which Licensor has an obligation to indemnify Licensee pursuant to Section 11.1, it shall promptly notify Licensee and Licensee shall assume as to which Claims each Party will indemnify the defense and shall control other to the defense or disposition extent of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim respective liability for indemnification hereunder, at Licensee’s expensesuch Claims.

Indemnification by Licensee. 7.1.1 Licensee agrees to indemnifyshall defend, indemnify and hold harmless Penn and defend Salk, its respective trustees, officers, employees faculty, students, employees, contractors and agents, and the inventors agents (the “Salk EntitiesPenn Indemnitees”) of the patents harmless from and patent applications included in the Patent Rights against any and all liability and/or damages with respect liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to any claims, suits, demands, judgments or causes of action asserted by third parties the extent arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Third Party claims or suits related to: (a) this Agreement or any Sublicense, including: (i) the development, testing, use, manufacture, storagepromotion, sale or other distribution, disposition of any Product (including any product liability claim) that is subject to this Agreement or any other use Sublicense by Licensee or any Affiliate or Sublicensee; (ii) any enforcement action or suit brought by Licensee against a Third Party for infringement of Licensed Products or Patent Rights; (iii) any claim by a Third Party that the practice of Patent Rights by Licensee or any of its Affiliates or Sublicensees or the design, composition, manufacture, use, sale or exercise other disposition of any Product by Licensee or any of its Affiliates or Sublicensees infringes or violates any patent, copyright, trade secret, trademark or other rights granted hereunder, intellectual property right of such Third Party; (iv) any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees; and (b) Licensee’s gross negligence, distributorsomissions or willful misconduct, agents provided that Licensee’s obligations pursuant to this Section 7.1 shall not apply to the extent such claims or representativessuits result from the gross negligence or willful misconduct of any Penn Indemnitee as determined by a court of law. 7.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 7.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the use by end-users individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which: (i) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Penn or representatives, concerning Salkany other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent Penn; or (iii) grants any rights under the Patent Rights except for Sublicenses permitted under Article 2. Penn shall not be unreasonably withheld or delayed. Salk shall reasonably cooperate fully with Licensee and its legal representatives counsel in the investigation and course of the defense of any matter giving rise such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. ​ 7.1.3 Notwithstanding Section 7.1.2 above, in the event that a bona fide legal conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder that makes the defense of such claim or suit by counsel for indemnification hereunderLicensee inappropriate, at then Penn or any other Penn Indemnitee shall have the right to be separately represented in such claim or suit, including by selecting its own counsel, with the reasonable attorney’s fees and litigation expenses of a single law firm representing Penn and the Penn Indemnitees in such matter being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [**] of Licensee’s expensereceipt of invoices for such fees and expenses.

Indemnification by Licensee. 9.1.1 Licensee agrees shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to indemnifythe extent arising out of Third Party claims or suits [***]: (a) the gross negligence, hold harmless and defend Salkrecklessness or wrongful intentional acts or omissions of Licensee, its trusteesAffiliates or Sublicensees and its or their respective directors, officers, employees and agents, and in the inventors (the “Salk Entities”) performance of the patents and patent applications included in the Patent Rights against Licensee’s obligations or exercise of Licensee’s rights under this Agreement; (b) any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes material breach of action asserted this Agreement by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Licensee; (ac) the development, manufacture, storage, sale manufacturing or other distribution, or any other use commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses of a Licensed Product by or Patent Rights, on behalf of Licensee or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees; and (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights. provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from [***]. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, distributors, agents Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or representativessuit for which indemnification may be sought pursuant hereto; (b) fully cooperate, and cause the use by end-users individual Penn Indemnitees to fully cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which (i) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Penn or representatives, concerning Salkany other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of SalkPenn, which consent or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 3. Penn shall not be unreasonably withheld or delayed. Salk shall cooperate fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its legal representatives counsel in the investigation course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation providing or making available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, a Penn Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party claim or suit subject to indemnification under Section 9.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any matter giving rise other Penn Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at such that representation by Licensee and Penn or such other Penn Indemnitee by the same legal counsel due to a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any reasonable, documented out-of-pocket attorney’s fees and litigation expenses of such Penn Indemnitee directly or reimburse Penn within [***] of Licensee’s expensereceipt of invoices for such fees and expenses. 9.1.4 In no event shall Licensee be liable under this Section 9.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification by Licensee. (a) Subject to Section 8.1 (Limitation of Liability), Licensee agrees to shall indemnify, defend and hold harmless Licensor and defend Salkits affiliates, its trusteessubsidiaries, partners, principals, officers, employees directors, employees, agents and agents, and the inventors (the “Salk Entities”) of the patents and patent applications included in the Patent Rights permitted assigns against any and all liability and/or costs, loss, damages or liabilities that arise out of, or in connection with, any intellectual property infringement lawsuit brought by any third party against Licensor with respect to any claims, suits, demands, judgments or causes of action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of (a) the development, Licensee's manufacture, storage, sale or other distribution, sale, export or import of the SI Bioreactor Vessel System to the extent that such infringement action is based on the Licensee's SI Bioreactor Vessel System, but excluding any other claim based on use of Licensed Products the UMBC Patent Rights and UMBC Know-how hereunder or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; the Bioreactor Vessels as covered in Section 7.1 above. (b) the use Subject to Section 8.1 (Limitation of Liability), Licensee shall indemnify, defend and hold harmless Licensor and UMBC and each of their respective affiliates, subsidiaries, partners, principals, officers, directors, employees, agents and permitted assigns against any costs, loss, damages or liabilities that arise out of or in connection with any breach by end-users and other third parties Licensee of Licensed Products this Agreement, including any inaccuracy or Patent Rights; and/or (c) breach of any representation, warranty or statement covenant of Licensee contained herein and any unauthorized modification or alteration by Licensee (or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except to the extent such liabilities and/or damages are the result any third party on behalf of Licensee) of the Salk Entities’ breach UMBC Know-how (or any part or element thereof), the UMBC Patent Rights (or any part or element thereof). (c) Licensee, at its own expense, shall defend all such suits or actions within the scope of this Agreement, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification its indemnity obligations under this SectionSection 7.2, it shall provided Licensee is promptly notify Licensee notified of such suits or actions, given access to all evidence in Licensor's possession, and given reasonable assistance by Licensor in Licensee's sole control of defense thereof and all negotiations for its settlement or compromise. Licensee shall assume the defense and shall control the defense have no liability to Licensor for any settlement or disposition of the claim, at compromise incurred or made by Licensor without Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the 's prior written consent of Salk, (which consent shall not unreasonably be unreasonably withheld or delayed). Salk shall cooperate fully with Licensee and its legal representatives in Licensor's failure to give prompt notice will not vitiate Licensee's indemnity obligations unless the investigation and defense late notice has materially prejudiced Licensee's right of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expensedefense.

Indemnification by Licensee. Notwithstanding the limitations in Sections 6.4 and 6.5, other than (i) for claims arising out of the gross negligence, willful misconduct or criminal act of, or any breach of Section 3.4 hereof by Licensor and/or its Affiliates, agents or employees or (ii) any claims, lawsuits, or demands that the Licensed Technology infringes any patent, copyright, trade secret or trade-xxxx right of any Person, Licensee agrees to indemnifywill hold harmless, hold harmless defend and defend Salkindemnify Licensor and/or its Affiliates, its trusteesand each of their employees, officers, employees and directors, agents, licensees and the inventors (the “Salk Entities”) of the patents customers from and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suitslawsuits, demands, judgments or causes demands of action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that directly arise from the use of (a) the developmentLicensed Technology, manufacture, storage, sale Content or other distributionthe Licensee Services by Licensee or its Customers, or any other use non-payment of Licensed Products or Patent Rightstaxes required under Section 5.4 hereof, or exercise of other rights granted hereunder, any breach by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; employees of Section 3.4 hereof, provided that: (a) Licensor and/or its Affiliates provide prompt written notice of the claim to Licensee; (b) Licensor and/or its Affiliates co-operates at Licensee's expense with Licensee in the use by end-users and other third parties defense of Licensed Products or Patent Rights; and/or such claim; (c) any representation, warranty or statement by Licensor and/or its Affiliates affords Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except to the extent such liabilities and/or damages are the result sole control of the Salk Entities’ breach of this Agreement, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control all related settlement negotiations, provided Licensee conducts the defense or disposition settlement negotiations diligently and that any proposed settlement has no material adverse effect on Licensor and/or its Affiliates; and (d) Licensor and/or its Affiliates do not attempt to settle any claim on behalf of Licensee. If Licensee does not inform Licensor within ten (10) business days after receipt of notice of any such claim of its decision to defend and of the identity of counsel retained for the defense, Licensor may retain counsel and conduct the defense of the claim as it may in its discretion deem proper, at Licensee's cost and expense. In effecting the settlement of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlementLicensor shall act in good faith, consent judgment or other voluntary final disposition may be entered shall consult with Licensee and shall enter into that admits fault, wrongdoing or damages without the prior written consent of Salk, only such settlement as Licensee approves (which consent approval shall not be unreasonably withheld or delayedand which shall be implied if Licensee does not respond within ten (10) calendar days after Licensor notifies Licensee of the proposed settlement). Salk The provisions of this Article VI other than Section 6.1 shall cooperate fully with Licensee remain in force and its legal representatives in effect after the investigation and defense termination of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expensethis Agreement.

Indemnification by Licensee. Licensee agrees to shall indemnify, hold harmless harmless, and defend SalkLicensor, its trusteesKU, the Kansas Board of Regents and each’s respective officers, employees and agentsdirectors, employees, Inventors, affiliates, cooperative organizations, and the inventors agents (the collectively, “Salk Entities”) of the patents and patent applications included in the Patent Rights Licensor Indemnitees), against any and all liability and/or damages with respect to any claims, suits, demandslosses, judgments or causes of action asserted by third parties damages, costs, liabilities, fees, and expenses (including reasonable attorneys’ fees) (collectively “Claims”) arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of of: (a) the development, manufacture, storage, sale or other distribution, or any other use of Licensed Products or Patent Rights, or exercise of other rights any license granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representativesunder this Agreement; (b) the use breach of this Agreement by end-users and other third parties of Licensed Products Licensee, its Affiliates, or Patent Rightsits Sublicensees; and/or (c) any representationfailure by Licensee, warranty or statement by Licensee or its Affiliates, or its Sublicensees to comply with any applicable laws, rules, or regulations, (d) the manufacture, testing, sale, or use of any Licensed Product or License Method, or (e) any negligence, intentional misconduct, act, error, or omission of Licensee, its officers, directors, agents, employees, Affiliates, or Sublicensees, distributorsexcept where such Claims directly arise and are solely from the gross negligence, agents or representatives, concerning Salkfraud, or the Patent Rights, except to the extent such liabilities and/or damages are the result intentional misconduct of the Salk Entities’ breach Licensor. Licensor will provide Licensee with prompt written notice of this Agreement, gross negligence or willful misconductany claim for which a Licensor Indemnitee seeks indemnification. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume have sole control over the defense and shall control settlement of any Claim under this section provided it does so diligently, in good faith, and uses reasonably experienced counsel with expertise in the relevant field, and the Licensor Indemnitees will reasonably cooperate in the defense of such Claim. Licensee shall not admit fault on a Licensor Indemnitees’ behalf nor enter into any settlement or disposition resolution on the Licensor Indemnitees’ behalf without the Licensor Indemnitees’ written consent—said consent not to be unreasonably withheld. Licensee shall give Licensor prompt and timely written notice of any claim or suit instituted of which Licensee has knowledge that in any way, directly or indirectly, affects or might affect Licensor Indemnitees, and the Licensor Indemnitees shall have the right at their own expense to participate in the defense of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully same with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expensetheir own counsel(s).

Indemnification by Licensee. 7.1.1 Licensee agrees to indemnifyshall, and shall require its Sublicensees to, defend, indemnify and hold harmless Institutions and defend Salk, its respective trustees, officers, employees faculty, students, employees, contractors and agents, and the inventors agents (the “Salk EntitiesInstitutions Indemnitees”) of the patents harmless from and patent applications included in the Patent Rights against any and all liability and/or damages with respect liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to any claims, suits, demands, judgments or causes of action asserted by third parties the extent arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Third Party claims or suits related to (a) this Agreement including (i) the development, testing, use, manufacture, storagepromotion, sale or other distributiondisposition of any Product (including any product liability claim), (ii) any enforcement action or any other use suit brought by Licensee against a Third Party for infringement of Licensed Products or Institutions Patent Rights, (iii) any claim by a Third Party that [***] the design, composition, manufacture, use, sale or exercise other disposition of any Product, infringes or violates any patent, copyright, trade secret, trademark or other rights granted hereunderintellectual property right of such Third Party, (iv) any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; Sublicensees and (b) the use by end-users and other third parties of Licensed Products or Patent Rights; and/or (c) any representation, warranty or statement by Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreement, Licensee’s gross negligence or willful misconduct. If , provided that Licensee’s obligations pursuant to this Section 7.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Institutions Indemnitees, in each case as determined by a Salk Entity intends court of law. 7.1.2 As a condition to claim a Institutions Indemnitee’s right to receive indemnification under this SectionSection 7.1, it shall Institutions shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Institutions Indemnitees to reasonably cooperate, with Licensee shall assume in the defense defense, settlement or compromise of such claim or suit; and shall (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or disposition settle any claim or suit in a manner which (a) admits fault or negligence on the part of the claimInstitutions or any other Institutions Indemnitee; (b) commits Institutions or any other Institutions Indemnitee to take, at Licensee’s sole expense by counsel selected by Licensee. No settlementor forbear to take, consent judgment or other voluntary final disposition may be entered into that admits faultany action, wrongdoing or damages without the prior written consent of SalkInstitutions, which consent or (c) grant any rights under the Institutions Patent Rights except for Sublicenses permitted under Article 2. Institutions shall not be unreasonably withheld or delayed. Salk shall reasonably cooperate fully with Licensee and its legal representatives counsel in the investigation and course of the defense of any matter giving rise such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 7.1.3 Notwithstanding Section 7.1.2 above, in the event that a reasonable and bona fide conflict exists between Licensee and Institutions or any other Institutions Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at then Institutions or such other Institutions Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any documented attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Institutions within thirty (30) days of Licensee’s expensereceipt of invoices for such fees and expenses.

Indemnification by Licensee. 9.1.1 Licensee agrees shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to indemnifythe extent arising out of Third Party claims or suits related to: (a) the gross negligence, hold harmless and defend Salkrecklessness or wrongful intentional acts or omissions of Licensee, its trusteesAffiliates or Sublicensees and its or their respective directors, officers, employees and agents, and the inventors in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (the “Salk Entities”b) any breach of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action asserted this Agreement by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Licensee; or (ac) the development, manufacturemanufacturing or commercialization (including commercial manufacturing, storagepackaging and labeling of Products, sale and all product liability losses) of a Licensed Product by or other distribution, on behalf of Licensee or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Research Program Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, distributors, agents Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or representativessuit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the use by end-users individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which (i) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Penn or representatives, concerning Salkany other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of SalkPenn, which consent or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 3. Penn shall not be unreasonably withheld or delayed. Salk shall reasonably cooperate fully with Licensee and its legal representatives counsel in the investigation and course of the defense of any matter giving rise such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bonafide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at Licensee’s expensethen Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any […***…] being paid for by […***…]. […***…].

Indemnification by Licensee. 11.1.1 Licensee agrees shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to indemnifythe extent arising out of Third Party claims or suits [***] including: (a) the gross negligence, hold harmless and defend Salkrecklessness or wrongful intentional acts or omissions of Licensee, its trusteesAffiliates or Sublicensees and its or their respective directors, officers, employees and agents, and in the inventors (the “Salk Entities”) performance of the patents and patent applications included in the Patent Rights against Licensee’s obligations or exercise of Licensee’s rights under this Agreement; (b) any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes material breach of action asserted this Agreement by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Licensee; (ac) the development, manufacture, storage, sale manufacturing or other distribution, or any other use commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses of a Licensed Product by or Patent Rights, on behalf of Licensee or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees; and (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights. provided that Licensee’s obligations pursuant to this Section 11.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from [***]. 11.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 11.1, distributors, agents Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or representativessuit for which indemnification may be sought pursuant hereto; (b) fully cooperate, and cause the use by end-users individual Penn Indemnitees to fully cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which (i) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Penn or representatives, concerning Salkany other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of SalkPenn, which consent or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 5. Penn shall not be unreasonably withheld or delayed. Salk shall cooperate fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its legal representatives counsel in the investigation course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation providing or making available documents, information and witnesses. 11.1.3 Notwithstanding Section 11.1.2 above, a Penn Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party claim or suit subject to indemnification under Section 11.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any matter giving rise other Penn Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at such that representation by Licensee and Penn or such other Penn Indemnitee by the same legal counsel due to a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any reasonable, documented out-of-pocket attorney’s fees and litigation expenses of such Penn Indemnitee directly or reimburse Penn within [***] of Licensee’s expensereceipt of invoices for such fees and expenses. 11.1.4 In no event shall Licensee be liable under this Section 11.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification by Licensee. 9.1.1 Licensee agrees shall defend, indemnify and hold Licensor and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Licensor Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense, to indemnifythe extent directly arising from Third Party claims or suits to the extent directly arising from: (a) the gross negligence, hold harmless and defend Salkrecklessness or wrongful intentional acts or omissions of Licensee, its trusteesAffiliates or Sublicensees and its or their respective directors, officers, employees and agents, and the inventors in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (the “Salk Entities”b) any material breach of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action asserted this Agreement by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Licensee; or (ac) the development, manufacture, storage, sale manufacturing (unless manufactured by Licensor) or other distribution, commercialization of a Licensed Product by or any other use on behalf of Licensed Products Licensee or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Licensor Indemnitees as determined by a court of law. 9.1.2 As a condition to a Licensor Indemnitee’s right to receive indemnification under this Section 9.1, distributors, agents Licensor shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or representativessuit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the use by end-users individual Licensor Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which (a) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Licensor or representatives, concerning Salkany other Licensor Indemnitee; (b) commits Licensor or any other Licensor Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of SalkLicensor, which consent or (c) grant any rights under the Licensor Patent Rights except for Sublicenses permitted under Article 2. Licensor shall not be unreasonably withheld or delayed. Salk shall reasonably cooperate fully with Licensee and its legal representatives counsel in the investigation and course of the defense of any matter giving rise such suit, claim or demand, such cooperation to a claim for indemnification hereunderinclude without limitation using reasonable efforts to provide or make available documents, at Licensee’s expenseinformation and witnesses.

Indemnification by Licensee. 21.1 Licensee agrees to indemnify, hold harmless shall indemnify NetRefer and defend Salk, its trusteesdirectors, officers, employees employees, agents and agents, Group Companies from and the inventors (the “Salk Entities”) of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suitsactions, demandsproceedings, judgments or causes of action asserted by third parties damages, liabilities, losses, costs and expenses arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of or otherwise relating to Licensee’s and/or its Group Companies’ and/or Contractual Partners’ (i) negligence, wilful misconduct, use or misuse of, or relating to, the Service; (ii) breach of any term, condition or warranty under the Agreement; or (iii) violation or failure to comply with any applicable law, regulation or directives; provided however, that: (a) the development, manufacture, storage, sale or other distribution, or NetRefer promptly notifies Licensee in writing of any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representativessuch claim upon becoming aware thereof; (b) Licensee shall have sole control of the use by end-users defence of any action on such claim and other third parties of Licensed Products all negotiations for its settlement or Patent Rightscompromise; and/or and (c) any representation, warranty or statement by Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreement, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it NetRefer shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall reasonably cooperate fully with Licensee and its legal representatives in to facilitate the investigation and defense settlement or defence of any matter giving rise to a claim for indemnification hereundersuch 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, at Licensee’s expenseINCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY NETREFER. THE FOREGOING STATES LICENSEE’S ENTIRE LIABILITY, AND NETREFER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INDEMNIFICATION PURSUANT TO THIS CLAUSE.

Indemnification by Licensee. Licensee agrees to will, at its sole expense, defend, indemnify, and hold harmless Licensor and defend Salk, its trustees, Affiliates and their respective officers, employees and agentsdirectors, and the inventors 54 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (the THE “Salk EntitiesCOMMISSION”) of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claimsPURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, suitsAS AMENDED, demandsGRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, judgments or causes of action asserted by third parties arising out THE CONFIDENTIAL PORTIONS OF HAVE BEEN OMITTED FROM THIS EXHIBIT WERE OMITTED EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933COMMISSION. of OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. shareholders or owners, employees, and agents (the “Licensor Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the development, manufacture, storage, sale Development or other distribution, Commercialization of any Development Candidates or any other use Products by or on behalf of Licensed Products Licensee or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or its or their Sublicensees, distributors, agents or representatives; (b) the use by end-users breach of any of Licensee’s obligations under this Agreement, including Licensee’s representations and other third parties of Licensed Products warranties, covenants and agreements or Patent Rights; and/or (c) any representationthe willful misconduct or negligent acts of Licensee, warranty its Affiliates, or statement by the officers, directors, employees, or agents of Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except . The foregoing indemnity obligation will not apply (i) to the extent such liabilities and/or damages are that (x) the result Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensee’s defense of the Salk Entities’ breach relevant Claims is prejudiced by such failure or (y) such Claims arise out of this Agreement, or result from the gross negligence or willful misconduct. If a Salk Entity intends misconduct of Licensor or its Affiliates, or any related breach by Licensor of its representations, warranties or covenants hereunder; or (ii) to claim indemnification under this SectionClaims for which Licensor has an obligation to indemnify Licensee pursuant to Section 11.1, it shall promptly notify Licensee and Licensee shall assume as to which Claims each Party will indemnify the defense and shall control other to the defense or disposition extent of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim respective liability for indemnification hereunder, at Licensee’s expensesuch Claims.

Indemnification by Licensee. 21.1 Licensee agrees to indemnifyshall, hold harmless and at its own expense, defend Salkor at its option, settle any claim, suit or proceeding brought by a third party against Artisan Components or its trustees, officers, directors or employees and agents(i) for any product liability claim for death, and the inventors (the “Salk Entities”) of the patents and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments personal injury or causes of action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of (a) the development, manufacture, storage, sale or other distribution, or any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representatives; (b) the use by end-users and other third parties of Licensed Products or Patent Rights; and/or (c) any representation, warranty or statement by Licensee or its Affiliates, Sublicensees, distributors, agents or representatives, concerning Salk, or the Patent Rights, except property damage related to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreement, Licensed Integrated Circuits (ii) Licensee's gross negligence or willful misconduct, and (iii) Artisan Components' authorized use of the Required Data. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume pay any settlement amounts or damages finally awarded in such claim, suit or proceeding; provided that Artisan Components: (a) promptly notifies Licensee in writing of such claim, suit or proceeding, (b) gives Licensee sole control over the defense and/or settlement of such claim, suit or proceeding; and shall control the defense (c) reasonably cooperates and provides all available information, assistance and authority to defend or disposition of settle the claim, at Licensee’s sole expense suit or proceeding. Licensee shall not be liable for any costs, expenses, damages or fees incurred by counsel selected Artisan Components in defending such action or claim unless authorized in advance in writing by Licensee. No settlement-------------------------- [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 21.2 The Licensed Product(s) are not specifically developed or licensed for use in the planning, consent judgment construction, maintenance, operation or other voluntary final disposition may be entered into use of military/aerospace and life support applications. Licensee agrees that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent Artisan Components shall not be unreasonably withheld liable for any claims, losses, costs or delayedliabilities arising from such use if Licensee or its distributors or customers use the Licensed Product(s) for such applications (except those that would otherwise arise under this Agreement). Salk shall cooperate fully Licensee agrees to indemnify and hold Artisan Components harmless from any claims, losses, costs, and liabilities arising out of or in connection with the use of the Licensed Product(s) or Licensed Integrated Circuits in (a) life support applications, or (b) military/aerospace applications, if such Licensed Integrated Circuits were marketed and sold as having increased reliability in military/aerospace applications due to additional testing performed by Licensee and and/or its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expenseagents.

Indemnification by Licensee. 1.1.1 Licensee agrees shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to indemnifythe extent arising out of Third Party claims or suits [***] including: (a) the gross negligence, hold harmless and defend Salkrecklessness or wrongful intentional acts or omissions of Licensee, its trusteesAffiliates or Sublicensees and its or their respective directors, officers, employees and agents, and in the inventors (the “Salk Entities”) performance of the patents and patent applications included in the Patent Rights against Licensee’s obligations or exercise of Licensee’s rights under this Agreement; (b) any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes material breach of action asserted this Agreement by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Licensee; (ac) the development, manufacture, storage, sale manufacturing or other distribution, or any other use commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses of a Licensed Product by or Patent Rights, on behalf of Licensee or exercise of other rights granted hereunder, by Licensee, its Affiliates or Sublicensees); and (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights; provided that Licensee’s obligations pursuant to this Section 10.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from [***]. 1.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 10.1, distributors, agents Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or representativessuit for which indemnification may be sought pursuant hereto; (b) fully cooperate, and cause the use by end-users individual Penn Indemnitees to fully cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and other third parties of Licensed Products or Patent Rights; and/or (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any representation, warranty claim or statement by Licensee suit in a manner which (i) admits fault or its Affiliates, Sublicensees, distributors, agents negligence on the part of Penn or representatives, concerning Salkany other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or the Patent Rightsforbear to take, except to the extent such liabilities and/or damages are the result of the Salk Entities’ breach of this Agreementany action, gross negligence or willful misconduct. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of SalkPenn, which consent or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 4. Penn shall not be unreasonably withheld or delayed. Salk shall cooperate fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its legal representatives counsel in the investigation course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation providing or making available documents, information and witnesses. 1.1.3 Notwithstanding Section 10.1.2 above, a Penn Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party claim or suit subject to indemnification under Section 10.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any matter giving rise other Penn Indemnitee with respect to a claim for or suit subject to indemnification hereunder, at such that representation by Licensee and Penn or such other Penn Indemnitee by the same legal counsel due to a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any reasonable, documented out-of-pocket attorney’s fees and litigation expenses of such Penn Indemnitee directly or reimburse Penn within [***] of Licensee’s expensereceipt of invoices for such fees and expenses. 1.1.4 In no event shall Licensee be liable under this Section 10.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification by Licensee. Licensee hereby agrees to indemnifysave, defend and hold harmless POZEN and defend Salk, its trusteesAffiliates and their respective directors, officers, employees and agentsagents (each, and the inventors (the an “Salk EntitiesPOZEN Indemnitee”) of the patents harmless from and patent applications included in the Patent Rights against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes of action asserted by third parties arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of Losses (a) to which any POZEN Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (i) the development, manufacture, use, handling, storage, sale or other distribution, or disposition of any other use of Licensed Products or Patent Rights, or exercise of other rights granted hereunder, Product by Licensee, its Affiliates or any of their respective Sublicensees, distributors, agents or representatives; (bii) the use gross negligence or willful misconduct of any Licensee Indemnitee, or (iii) the breach by end-users and other third parties Licensee of Licensed Products or Patent Rights; and/or (c) any warranty, representation, warranty covenant or statement agreement made by Licensee or its Affiliatesin this Agreement, Sublicenseesin each case ((a)(i), distributors(ii), agents or representativesand (iii)), concerning Salkafter the Amended and Restated Effective Date; except, or the Patent Rightsin each case, except to the extent such liabilities and/or damages are Losses result from the result of the Salk Entities’ breach of this Agreement, gross negligence or willful misconduct. If a Salk Entity intends misconduct of any POZEN Indemnitee or the breach by POZEN of any warranty, representation, covenant or agreement made by POZEN in this Agreement or (b) for which Licensee is required to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume the defense and shall control the defense or disposition indemnify such POZEN Indemnitee pursuant to Section 13.2 of the claimOriginal Agreement (other than with respect to those claims, at Licensee’s sole expense suits, acts, damages, demands, liabilities, rights of action and causes of action that were released by counsel selected by LicenseePOZEN pursuant to that certain side letter between POZEN and AstraZeneca AB, dated September 16, 2013). No settlementCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, consent judgment or other voluntary final disposition may be entered into that admits faultWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expense.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Indemnification by Licensee. Licensee agrees to shall indemnify, hold harmless harmless, and defend SalkLicensor, its trusteesKU, the Kansas Board of Regents and each’s respective officers, employees and agentsdirectors, employees, Inventors, affiliates, cooperative organizations, and the inventors agents (the collectively, “Salk Entities”) of the patents and patent applications included in the Patent Rights Licensor Indemnitees), against any and all liability and/or damages with respect to any claims, suits, demandslosses, judgments or causes of action asserted by third parties damages, costs, liabilities, fees, and expenses (including reasonable attorneys’ fees) (collectively “Claims”) arising out PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of of: (a) the development, manufacture, storage, sale or other distribution, or any other use of Licensed Products or Patent Rights, or exercise of other rights any license granted hereunder, by Licensee, its Affiliates or Sublicensees, distributors, agents or representativesunder this Agreement; (b) the use breach of this Agreement by end-users and other third parties of Licensed Products Licensee, its Affiliates, or Patent Rightsits Sublicensees; and/or (c) any representationfailure by Licensee, warranty or statement by Licensee or its Affiliates, or its Sublicensees to comply with any applicable laws, rules, or regulations, (d) the manufacture, testing, sale, or use of any Licensed Product or License Method, or (e) any negligence, intentional misconduct, act, error, or omission of Licensee, its officers, directors, agents, employees, Affiliates, or Sublicensees, distributorsexcept where such Claims directly arise and are solely from the gross negligence, agents or representatives, concerning Salkfraud, or the Patent Rights, except to the extent such liabilities and/or damages are the result intentional misconduct of the Salk Entities’ breach Licensor. Licensor will provide Licensee with prompt written notice of this Agreement, gross negligence or willful misconductany claim for which a Licensor Indemnitee seeks indemnification. If a Salk Entity intends to claim indemnification under this Section, it shall promptly notify Licensee and Licensee shall assume have sole control over the defense and shall control settlement of any Claim under this section provided it does so diligently, in good faith, and uses reasonably experienced counsel with expertise in the relevant field, and the Licensor Indemnitees will reasonably cooperate in the defense of such Claim. Licensee shall not admit fault on a Licensor Indemnitees’ behalf nor enter into any settlement or disposition resolution on the Licensor Indemnitees’ behalf without the Licensor Indemnitees’ written consent— said consent not to be unreasonably withheld. Licensee shall give Licensor prompt and timely written notice of any claim or suit instituted of which Licensee has knowledge that in any way, directly or indirectly, affects or might affect Licensor Indemnitees, and the Licensor Indemnitees shall have the right at their own expense to participate in the defense of the claim, at Licensee’s sole expense by counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition may be entered into that admits fault, wrongdoing or damages without the prior written consent of Salk, which consent shall not be unreasonably withheld or delayed. Salk shall cooperate fully same with Licensee and its legal representatives in the investigation and defense of any matter giving rise to a claim for indemnification hereunder, at Licensee’s expensetheir own counsel(s).