Common use of Indemnification Insurance Limitation of Liability Clause in Contracts

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. 5,000,000 The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), ) and 8.2(c8.2Cb) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION REPRESENTATIONS AND EXTEND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES EMPLOYEES, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT OR SERVICE THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the death Company or other entity and shall inure to the benefit of or injury the Executive’s heirs, executors and administrators. The Company shall advance to any person or persons or out the Executive all costs and expenses incurred by him in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect such advance except to the omitted portions. survive termination of this Agreement and shall not be limited extent the Executive is able to offset such taxes incurred on the advance by any other limitation of liability elsewhere in this Agreementthe tax benefit, if any, attributable to a deduction realized by him for the repayment. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the death Company or other entity and shall inure to the benefit of or injury the Executive’s heirs, executors and administrators. The Company shall advance to any person or persons or out the Executive all costs and expenses incurred by him in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any damage such advance except to property the extent the Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction realized by him for the repayment. The Company shall not be responsible under this Agreement to indemnify the Executive for any costs or expenses incurred by the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting fromExecutive: (i) on account of acts which, at the productiontime taken, manufacture, sale, use, lease, consumption were known or advertisement of believed by the LICENSED TECHNOLOGY by Licensee Executive to its sublicensees, be clearly in conflict with the Company’s best interests or (ii) in a Proceeding by right or in the practice by LICENSEE or any Affiliate or sublicensee right of the PATENT RIGHTS; or (iii) arising from or relating Company to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as procure a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with judgment in its favor against the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this AgreementExecutive if Executive acted without good faith. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates affiliates (“INDEMNIFIED PARTIESINDEMNITEES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesPRODUCTS or arising from, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect hereunder, except to the omitted portions. survive termination extent that such claim or liability is the result of this Agreement and shall not be limited by any other limitation the gross negligence or intentional misconduct of liability elsewhere in this Agreementan INDEMNITEE. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS: (a) Workers’ Compensation Statutory (b) Employer’s Liability $1,000,000 (c) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (bd) Professional Umbrella Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. 3,000,000 The UNIVERSITY of Pittsburgh is to shall be named as an additional insured with respect to insurance policies identified in Sections 8.2(a8.2(c) and 8.2(d), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S ’s Office of Technology Risk Management, 000 Xxxxxxx Xxxxx Conference Center1817 Cathedral of Learning, PittsburghXxxxxxxxxx, PA 15260XX 00000, no later than fifteen thirty (1530) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITYEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, UNIVERSITY MAKES NO REPRESENTATIONS AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY GIVEN BY UNIVERSITY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE 5.1 Sponsor shall at all times during the term of this Agreement and thereafter indemnify, defend defend, and hold UNIVERSITY, harmless Institution and its trusteesdirectors, officers, faculty member, employees and Affiliates agents, Investigator and the Study Personnel, (each the “INDEMNIFIED PARTIESIndemnitee” and collectively, the "Indemnitees”) harmless from and against any and all liabilities, damages, losses, claims and expenses, including legal expenses court costs and reasonable attorneys’ fees, legal fees ("Losses”) resulting from or arising out of the death of any third-party claims, actions or injury to any person or persons or proceedings arising out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) personal injury to or death of any Clinical Trial Participant enrolled in the productionClinical Trial, manufacture, sale, use, lease, consumption which injury or advertisement of the LICENSED TECHNOLOGY death is caused by Licensee to its sublicensees, (iia) the practice Investigational Product used in accordance with the Protocol and this Agreement; or (b) the performance of any procedure required by LICENSEE the Protocol (that would not occur but for the participation in the Clinical Trial) or any Affiliate Sponsor’s written instructions;(ii) Sponsor's [include if applicable: or sublicensee CRO’s] use or publication of the PATENT RIGHTSClinical Trial Data; or (iii) arising Sponsor's or Sponsor's employees’, contractors’ or agents’ acts, omissions or negligence related to the Clinical Trial or Sponsor’s obligations under this Agreement, in each case to the extent that such Losses do not arise out of any Indemnitee's: (A) failure to comply with this Agreement; or (B) negligence or willful misconduct. Notwithstanding the above, medically necessary deviations from the Protocol for reasons of Clinical Trial Participant safety shall not nullify or relating minimize Sponsor’s indemnification obligations, as long as such deviations are consistent with prevailing standards of medical care. The above indemnity shall apply separately to each Indemnitee in such manner and to the same extent as though a separate indemnity had been given to each. 5.2 An Indemnitee claiming a right of indemnification or defense under this License Agreement. LICENSEE Agreement shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately Sponsor with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance prompt written notice of any material changes such claim, including a copy thereof, served upon it, and shall cooperate with Sponsor and its legal representatives in the investigation of any matter regarding the subject of indemnification, at Sponsor's expense; provided, however, that failure by an Indemnitee to provide prompt notice shall not relieve Sponsor of its obligations hereunder except to the extent that Sponsor is prejudiced by such failure. Sponsor shall have the right to exercise sole control over the defense and settlement of any claim for which indemnification or cancellation defense is sought, including the sole right to select defense counsel and to direct the defense or settlement of coverageany such claim; provided that Sponsor shall not enter into any non-monetary settlement or admit fault or liability on behalf of any Indemnitee without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. An Indemnitee shall have the right to select and to obtain representation by separate legal counsel at the Indemnitee's sole expense. 8.3 UNIVERSITY5.3 No Party shall be liable to any other Party in contract, AND ITS AGENTS AND/OR EMPLOYEEStort (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KINDfor any loss of profit, EITHER EXPRESS OR IMPLIEDbusiness, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITYreputation, FITNESS FOR A PARTICULAR PURPOSEcontracts, AND VALIDITY OF PATENT RIGHTS CLAIMSrevenues or anticipated savings for any indirect or consequential damage of any nature. 5.4 Sponsor shall procure and maintain, ISSUED OR PENDINGor self-insure, at its sole expense, policies of general liability insurance in amounts of not less than $ [please insert amount] per occurrence, $...................[please insert amount] in the aggregate. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTYSuch insurance shall include clinical trial liability, broad form contractual liability, completed operations and product liability coverage. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITYThe obligation to maintain the insurance shall survive the completion or termination of this Agreement. If any such insurance is on a claims made basis and that insurance is cancelled or non-renewed, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGESit must contain at least a 24-month extended reporting period. The amount of insurance is not a limit on the indemnification obligations of Sponsor. Institution and Investigator shall maintain appropriate and sufficient liability protection in respect of their respective obligations to third parties under this Agreement. For Investigator, INCLUDINGthis may include membership in the Canadian Medical Protective Association, BUT NOT LIMITED TOevidence of which shall be provided upon request. Each of Sponsor and Institution shall produce, DIRECTupon request of the other, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDERa copy of insurance certificates attesting to the insurance coverage described in this Subsection.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYUniversity, its trustees, officers, faculty membermembers, employees and Affiliates (“INDEMNIFIED PARTIESIndemnified Parties”) harmless against all third party claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesLicensed Technology, (ii) the practice by LICENSEE Licensee or any Affiliate or sublicensee its sublicensees of the PATENT RIGHTSPatent Rights and Know-How; or (iii) arising from or relating to this License Agreement. LICENSEE Licensee shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE Licensee to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE Licensee shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Licensee and UNIVERSITY University in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS: (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the death of Company or injury other entity and shall inure to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement benefit of the LICENSED TECHNOLOGY Executive’s heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by Licensee him in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to its sublicensees, (ii) repay the practice amount of such advance if it shall ultimately be determined that he is not entitled by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged law to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend indemnified against such costs and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreementexpenses. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE 7.1 Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYUniversity, its trustees, officers, faculty membermembers, employees and Affiliates (“INDEMNIFIED PARTIESIndemnified Parties”) harmless against all third party claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other third party claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE Licensed Technology or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License AgreementAgreement or any obligation of Licensee hereunder (“Claims”). LICENSEE Licensee shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant in a Claim and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE Licensee to defend and indemnify as set forth herein shall not apply to the extent that such Claim is directly attributable to the gross negligence or intentional misconduct of the Indemnified Parties. This obligation of the Licensee *** Certain information on = Portions of this page exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. hereunder shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. University shall immediately notify in writing, and provide a copy to, Licensee of any complaint, summons or other written notice that University receives of any Claim that may be subject to such obligations. University shall allow Licensee the control of the defense and settlement thereof, and shall reasonably cooperate in such defense and settlement upon Licensee’s reasonable request but at Licensee’s sole cost and expense; provided, that University shall have the right to participate in any such proceeding with counsel of its choosing at its own expense. University may not settle a Claim or action covered by this Article without the prior written consent of Licensee (and any payment made by University in violation of this sentence shall be at its own cost and expense). 8.2 LICENSEE 7.2 Licensee shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Licensee and UNIVERSITY University in regard to events covered by Section 8.1 7.1 above, as provided below: COVERAGE LIMITS: (a) Commercial General Liability, including, including but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 *** Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. *** The UNIVERSITY University of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), 7.2(a) and 8.2(c7.2(b) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S University’s Office of Technology Management, 000 200 Xxxxxxx Xxxxx Steel Conference Center, PittsburghThackeray & O’Xxxx Xxxxxxx, PA 15260Xxxxxxxxxx, XX 00000, no later than fifteen *** (15***) days after execution of this Agreement and annually thereafteron or before *** of each subsequent year during the pendency of this Agreement. Such certificates shall provide that the insurer will give the UNIVERSITY University not less than thirty *** (30***) days advance written notice of any material changes in or cancellation of coverage. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 8.3 7.3 University represents and warrants that University owns the Patent Rights and has the right to grant the rights set forth in this License Agreement. 7.4 EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE 7.3 ABOVE, UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES EMPLOYEES, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENTAGREEMENT BY LICENSEE. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS A LICENSED TECHNOLOGY PRODUCT(S) HEREUNDER.

Indemnification Insurance Limitation of Liability. Sample 8.1 LICENSEE Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYUniversity, its trustees, officers, faculty membermembers, employees and Affiliates affiliates (“INDEMNIFIED PARTIESIndemnified Parties”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesLicensed Technology, (ii) the practice by LICENSEE or any Affiliate Licensee or sublicensee of the PATENT RIGHTSPatent Rights; or (iii) arising from or relating to this License Agreement. LICENSEE Licensee shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE Licensee to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE Licensee shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Licensee and UNIVERSITY University in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, $1,000,000 Combined Single including, but not limited to, Limits for Bodily Injury Products, Contractual, Fire, Legal and Property Damage and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property DamageInjury (b) Professional Liability $5,000,000 (c) Products Liability $5,000,0005,000,000 upon first use of Licensed Technology in humans or first commercial sale, to be effective on or before the date of first sale of LICENSED TECHNOLOGY productswhichever is earlier. The UNIVERSITY University of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), ) and 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology ManagementUniversity’s Innovation Institute, 000 1st Floor Xxxxxxx Xxxxx Steel Conference Center, Pittsburgh000 Xxxxxxxxx Xxxxxx, PA 15260Xxxxxxxxxx, no later than fifteen XX 00000, within ten (1510) business days after execution from the Effective Date of this Agreement and annually thereafteron or before July 1 of each subsequent year during the Term of this Agreement. Such certificates shall provide that the insurer will give the UNIVERSITY University not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage.. Sample 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the death Company or other entity and shall inure to the benefit of or injury the Executive’s heirs, executors and administrators. The Company shall advance to any person or persons or out the Executive all costs and expenses incurred by her in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any damage such advance except to property the extent the Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction realized by her for the repayment. The Company shall not be responsible under this Agreement to indemnify the Executive for any costs or expenses incurred by the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting fromExecutive: (i) on account of acts which, at the productiontime taken, manufacture, sale, use, lease, consumption were known or advertisement of believed by the LICENSED TECHNOLOGY by Licensee Executive to its sublicensees, be clearly in conflict with the Company’s best interests or (ii) in a Proceeding by right or in the practice by LICENSEE or any Affiliate or sublicensee right of the PATENT RIGHTS; or (iii) arising from or relating Company to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as procure a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with judgment in its favor against the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this AgreementExecutive if Executive acted without good faith. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that she is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if she has ceased to be a director, member, employee or agent of the death Company or other entity and shall inure to the benefit of or injury the Executive’s heirs, executors and administrators. The Company shall advance to any person or persons or out the Executive all costs and expenses incurred by her in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that she is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect such advance except to the omitted portions. survive termination of this Agreement and shall not be limited extent the Executive is able to offset such taxes incurred on the advance by any other limitation of liability elsewhere in this Agreementthe tax benefit, if any, attributable to a deduction realized by her for the repayment. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because she has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYUniversity, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIESIndemnified Parties”) harmless against all claims third party claims, proceedings, demands, and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other third party claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (ia) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesLicensed Product, (iibi) the practice by LICENSEE Licensee or any Affiliate or sublicensee of the PATENT RIGHTSPatent Rights; or (iiic) arising from or relating to this License Agreementany obligation of Licensee hereunder (“Claim(s)”). LICENSEE Licensee shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant in a Claim and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE Licensee to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect not apply to the omitted portionsextent that such Claim is directly attributable to the gross negligence or intentional misconduct of the Indemnified Parties. This obligation of the Licensee hereunder shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. University shall immediately notify in writing, and provide a copy to, Licensee of any complaint, summons or other written notice that University receives of any Claim that may be subject to such obligations. University shall allow Licensee the control of the defense and settlement thereof, and shall reasonably cooperate in such defense and settlement upon Licensee’s reasonable request but at Licensee’s sole cost and expense; provided, that University shall have the right to participate in any such proceeding with counsel of its choosing at its own expense. University may not settle a Claim or action covered by this Article without the prior written consent of Licensee (and any payment made by University in violation of this sentence shall be at its own cost and expense). 8.2 LICENSEE Licensee shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Licensee and UNIVERSITY University in regard to events covered by Section Article 8.1 above, as provided below: COVERAGE LIMITS: (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 ***Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to *** * *Evidence of Products Liability coverage of $***is not required until *** and evidence thereof shall be effective on or before the date submitted within *** (***) days of first sale of LICENSED TECHNOLOGY productssuch ***. The UNIVERSITY University of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections Articles 8.2(a), ) and 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S University’s Office of Technology Risk Management, 000 Xxxxxxx Xxxxx Conference Center1817 Cathedral of Learning, PittsburghXxxxxxxxxx, PA 15260XX 00000, no later than fifteen *** (15***) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY University not less than thirty *** (30***) days advance written notice of any material changes in or cancellation of coverage. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 8.3 UNIVERSITYUniversity represents and warrants to Licensee that it owns all right, title and interest in the Patent Rights and has the full right and legal capacity to grant the license to Licensee hereunder and to execute this Agreement. The University represents that it has not granted and covenants that it shall not grant any license to the Patent Rights inconsistent with the terms of this Agreement during the Term. 8.4 EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE 8.3 ABOVE, UNIVERSITY MAKES NO REPRESENTATIONS AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY GIVEN BY UNIVERSITY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES UNIVERSITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE BY LICENSEE OR SUBLICENSEES OF THE LICENSED PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY PRODUCT HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE 5.1 Sponsor shall at all times during the term of this Agreement and thereafter indemnify, defend defend, and hold UNIVERSITY, harmless Institution and its trusteesdirectors, officers, faculty member, employees and Affiliates agents, Investigator and the Study Personnel, (each the “INDEMNIFIED PARTIESIndemnitee” and collectively, the "Indemnitees”) harmless from and against any and all liabilities, damages, losses, claims and expenses, including legal expenses court costs and reasonable attorneys’ fees, legal fees ("Losses”) resulting from or arising out of the death of any third-party claims, actions or injury to any person or persons or proceedings arising out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) personal injury to or death of any Clinical Trial Participant enrolled in the productionClinical Trial, manufacture, sale, use, lease, consumption which injury or advertisement death is caused by (a) the Investigational Product used in accordance with the Protocol and this Agreement; or (b) the performance of any procedure required by the LICENSED TECHNOLOGY by Licensee to its sublicensees, Protocol (that would not occur but for the participation in the Clinical Trial) or Sponsor’s written instructions; (ii) the practice by LICENSEE Sponsor's [include if applicable: or any Affiliate CRO’s] use or sublicensee publication of the PATENT RIGHTSClinical Trial Data; or (iii) arising Sponsor's or Sponsor's employees’, contractors’ or agents’ acts, omissions or negligence related to the Clinical Trial or Sponsor’s obligations under this Agreement, in each case to the extent that such Losses do not arise out of any Indemnitee's: (A) failure to comply with this Agreement; or (B) negligence or willful misconduct. Notwithstanding the above, medically necessary deviations from the Protocol for reasons of Clinical Trial Participant safety shall not nullify or relating minimize Sponsor’s indemnification obligations, as long as such deviations are consistent with prevailing standards of medical care. The above indemnity shall apply separately to each Indemnitee in such manner and to the same extent as though a separate indemnity had been given to each. 5.2 An Indemnitee claiming a right of indemnification or defense under this License Agreement. LICENSEE Agreement shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately Sponsor with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance prompt written notice of any material changes such claim, including a copy thereof, served upon it, and shall cooperate with Sponsor and its legal representatives in the investigation of any matter regarding the subject of indemnification, at Sponsor's expense; provided, however, that failure by an Indemnitee to provide prompt notice shall not relieve Sponsor of its obligations hereunder except to the extent that Sponsor is prejudiced by such failure. Sponsor shall have the right to exercise sole control over the defense and settlement of any claim for which indemnification or cancellation defense is sought, including the sole right to select defense counsel and to direct the defense or settlement of coverageany such claim; provided that Sponsor shall not enter into any non-monetary settlement or admit fault or liability on behalf of any Indemnitee without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. An Indemnitee shall have the right to select and to obtain representation by separate legal counsel at the Indemnitee's sole expense. 8.3 UNIVERSITY5.3 No Party shall be liable to any other Party in contract, AND ITS AGENTS AND/OR EMPLOYEEStort (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KINDfor any loss of profit, EITHER EXPRESS OR IMPLIEDbusiness, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITYreputation, FITNESS FOR A PARTICULAR PURPOSEcontracts, AND VALIDITY OF PATENT RIGHTS CLAIMSrevenues or anticipated savings for any indirect or consequential damage of any nature. 5.4 Sponsor shall procure and maintain, ISSUED OR PENDINGor self-insure, at its sole expense, policies of general liability insurance in amounts of not less than $ [please insert amount] per occurrence, $...................[please insert amount] in the aggregate. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTYSuch insurance shall include clinical trial liability, broad form contractual liability, completed operations and product liability coverage. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITYThe obligation to maintain the insurance shall survive the completion or termination of this Agreement. If any such insurance is on a claims made basis and that insurance is cancelled or non-renewed, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGESit must contain at least a 24-month extended reporting period. The amount of insurance is not a limit on the indemnification obligations of Sponsor. Institution and Investigator shall maintain appropriate and sufficient liability protection in respect of their respective obligations to third parties under this Agreement. For Investigator, INCLUDINGthis may include membership in the Canadian Medical Protective Association, BUT NOT LIMITED TOevidence of which shall be provided upon request. Each of Sponsor and Institution shall produce, DIRECTupon request of the other, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDERa copy of insurance certificates attesting to the insurance coverage described in this Subsection.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYUniversity, its trustees, officers, faculty membermembers, employees and Affiliates affiliates (“INDEMNIFIED PARTIESIndemnified Parties”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesLicensed Technology, (ii) the practice by LICENSEE or any Affiliate Licensee or sublicensee of the PATENT RIGHTSPatent Rights; or (iii) arising from or relating to this License Agreement. LICENSEE Licensee shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE Licensee to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE Licensee shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Licensee and UNIVERSITY University in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS: (a) Commercial General Liability a. Coverage: Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury Injury b. Limits: $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability Products Liability a. Coverage: Products Liability b. Limits: $5,000,000 (c) Products Liability $5,000,0005,000,000 upon first use of Licensed Technology in humans or first commercial sale, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. whichever is earlier The UNIVERSITY University of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), ) and 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology ManagementUniversity’s Innovation Institute, 000 1st Floor Xxxxxxx Xxxxx Steel Conference Center, Pittsburgh000 Xxxxxxxxx Xxxxxx, PA 15260Xxxxxxxxxx, no later than fifteen XX 00000, within ten (1510) business days after execution from the Effective Date of this Agreement and annually thereafteron or before July 1 of each subsequent year during the Term of this Agreement. Such certificates shall provide that the insurer will give the UNIVERSITY University not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expensesemployee or agent of another corporation, partnership, joint venture, trust or other enterprise, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested service with respect to employee benefit plans, the omitted portions. survive termination Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's certificate of this Agreement incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive's heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by him in connection with a Proceeding within a reasonable time. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent the Executive is able to offset such taxes incurred on the advance by any other limitation of liability elsewhere in this Agreementthe tax benefit, if any, attributable to a deduction realized by him for the repayment. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 17(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain a directors' and officers' liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE Benitec shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYthe University and NantWorks, its and each of their trustees, officers, faculty membermembers, employees and Affiliates affiliates (“INDEMNIFIED PARTIESIndemnified Parties”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesLicensed Technology, (ii) the practice by LICENSEE Benitec or any Affiliate or sub-sublicensee of the PATENT RIGHTSIntellectual Property Rights and Know-How; or (iii) arising from or relating to this License Agreement. LICENSEE Benitec shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property; provided, however, that such indemnification obligation shall not apply in the case of fraud, gross negligence or willful misconduct by any Indemnified Party. The obligation of LICENSEE Benitec to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE Benitec shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Benitec, NantWorks and UNIVERSITY University in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including$1,000,000 Combined Single Including, but not limited to, Limits for Bodily Injury Products, Contractual, Fire, Legal and Property Damage And Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property DamageInjury (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. 5,000,000 The UNIVERSITY of Pittsburgh is University and NantWorks are to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), ) and 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, provided to NantWorks no later than fifteen thirty (1530) days after execution of this Agreement and annually thereafteron or before July 1 of each subsequent year during the Term of this Agreement. Such certificates shall provide that the insurer will give the UNIVERSITY Benitec not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage; and Benitec hereby covenants to promptly communicate such notice to NantWorks upon receipt. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expensesemployee or agent of another corporation, partnership, joint venture, trust or other enterprise, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested service with respect to employee benefit plans, the omitted portions. survive termination Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's certificate of this Agreement incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive's heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by him in connection with a Proceeding within a reasonable time. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent the Executive is able to offset such taxes incurred on the advance by any other limitation of liability elsewhere in this Agreementthe tax benefit, if any, attributable to a deduction realized by him for the repayment. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 15(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain a directors' and officers' liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expensesemployee or agent of another corporation, partnership, joint venture, trust or other enterprise, including legal expenses and reasonable attorneys’ feesservice with respect to employee benefit plans, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, the basis of the Proceeding is named the Executive's alleged action in an official capacity while serving as a party defendant director, officer, member, employee or agent, the Executive shall be indemnified and whether held harmless by the Company to the fullest extent legally permitted or not any INDEMNIFIED PARTIES is alleged authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be negligent paid in settlement) reasonably incurred or otherwise responsible for any injuries suffered by the Executive in connection therewith, and such indemnification shall continue as to person the Executive even if he has ceased to be a director, member, employee or propertyagent of the Company or other entity and shall inure to the benefit of the Executive's heirs, executors and administrators. The obligation of LICENSEE to defend and indemnify as set forth herein Company shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect advance to the omitted portionsExecutive all costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written request for such advance. survive termination Such request shall include an undertaking by the Executive to repay the amount of this Agreement such advance if it shall ultimately be determined that he is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall not be limited to the after-tax amount of any such advance except to the extent the Executive is able to offset such taxes incurred on the advance by any other limitation of liability elsewhere in this Agreementthe tax benefit, if any, attributable to a deduction realized by him for the repayment. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 15(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain a directors' and officers' liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on any other senior level executive officer or before director of the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) Montreign agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by Montreign to the fullest extent legally permitted or authorized by Montreign’s articles of organization, operating agreement or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of Montreign or other entity and shall inure to the benefit of the death Executive’s heirs, executors and administrators. Montreign shall advance to the Executive all costs and expenses incurred by him in connection with a Proceeding within a reasonable time after submission of or injury reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to any person or persons or out repay the amount of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY such advance if it shall ultimately be determined that he is not entitled by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged law to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend indemnified against such costs and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreementexpenses. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of Montreign or the Company (including the Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by Montreign (including the Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000Montreign agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed any other executive officer commensurate with the UNIVERSITY’S Office position held by the Executive of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Information Omitted survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that she is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if hse has ceased to be a director, member, employee or agent of the death of Company or injury other entity and shall inure to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement benefit of the LICENSED TECHNOLOGY Executive’s heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by Licensee her in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to its sublicensees, (ii) repay the practice amount of such advance if it shall ultimately be determined that she is not entitled by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged law to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend indemnified against such costs and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreementexpenses. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because she has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed any other executive officer commensurate with the UNIVERSITY’S Office position held by the Executive of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYKentucky and University, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIESUniversity Indemnified Parties”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ feesfees (“Claims”), arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesLicensed Technology, (ii) the practice by LICENSEE Licensee or any Affiliate or sublicensee of the PATENT RIGHTSPatent Rights; or (iii) arising from or relating to this License Agreementany obligation of Licensee hereunder. LICENSEE Licensee shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESUniversity Indemnified Party, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES University Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE Licensee to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. Licensee shall not, however, be required to indemnify the University Indemnified Parties from any Claims arising out of the gross negligence, recklessness or willful misconduct of the University Indemnified Parties. 8.2 LICENSEE Licensee shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Licensee, University and UNIVERSITY Kentucky in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS: (a) Commercial General Liability, $[***] Combined Single including, but not limited to, Limits for Bodily Injury Products, Contractual, Fire, Legal and Property Damage and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property DamageInjury (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. [***] The UNIVERSITY University of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), ) and 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S University’s Office of Technology Risk Management, 000 Xxxxxxx Xxxxx Conference Center1817 Cathedral of Learning, PittsburghXxxxxxxxxx, PA 15260XX 00000, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY University not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY, UNIVERSITY AND ITS AGENTS AND/OR EMPLOYEES, KENTUCKY MAKE NO REPRESENTATION REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY GIVEN BY UNIVERSITY OR KENTUCKY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY AND KENTUCKY ADDITIONALLY DISCLAIMS DISCLAIM ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES UNIVERSITY AND KENTUCKY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY OR KENTUCKY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates affiliates (“INDEMNIFIED PARTIESINDEMNITEES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesPRODUCTS or arising from, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect hereunder, except to the omitted portions. survive termination extent that such claim or liability is the result of this Agreement and shall not be limited by any other limitation the gross negligence or intentional misconduct of liability elsewhere in this Agreementan INDEMNITEE. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS: (a) Workers’ Compensation Statutory (b) Employer’s Liability $1,000,000 (c) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage Damage (bd) Professional Umbrella Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. 3,000,000 The UNIVERSITY of Pittsburgh is to shall be named as an additional insured with respect to insurance policies identified in Sections 8.2(a8.2(c) and 8.2(d), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S ’s Office of Technology Risk Management, 000 Xxxxxxx Xxxxx Conference Center1817 Cathedral of Learning, PittsburghXxxxxxxxxx, PA 15260XX 00000, no later than fifteen thirty (1530) days after execution the effective date of this the Original License Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITYEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, UNIVERSITY MAKES NO REPRESENTATIONS AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY GIVEN BY UNIVERSITY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) AFFILIATES and shall indemnify but not defend NASA harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreementany obligation of LICENSEE hereunder. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with at all times during the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination term of this Agreement and shall not be limited by thereafter indemnify and hold the U.S. Government and its officers, agents, and employees harmless against all claims and expenses, including costs and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other limitation claim, proceeding, demand, expense and liability of liability elsewhere in this Agreementany kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the TECHNOLOGY or arising from any obligation of LICENSEE hereunder. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE in regard to events covered by Section 8.1 above, as provided below: a. Workers’ Compensation Statutory b. Employer’s Liability $100,000 8.3 LICENSEE shall obtain and carry in f1111 force and effect liability insurance which shall protect both LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS: (a) a. Commercial General Liability, including, but not limited to, Products, Contractual, FireFire Legal, Legal and Personal Bodily Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) b. Umbrella and Products Liability $5,000,000, 3,000,000* *LICENSEE shall not be required to be effective on or before the date of purchase this insurance until it commences its first sale of LICENSED TECHNOLOGY productsclinical trial. The UNIVERSITY University of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), 8.3(a) and 8.2(c8.3(b) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S University’s Office of Technology Risk Management, 000 Xxxxxxx Xxxxx Conference Center1817 Cathedral of Learning, Pittsburgh, PA P A 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY University not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY8.4 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, UNIVERSITY AND ITS AGENTS AND/OR EMPLOYEES, NASA MAKE NO REPRESENTATION REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY GIVEN BY UNIVERSITY AND NASA THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE 9.1 Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its University and CMU and their trustees, officers, faculty membermembers, employees and Affiliates affiliates (“INDEMNIFIED PARTIES”"Indemnified Parties") harmless against all claims and anti expenses, including legal expenses and reasonable attorneys’ ' fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicenseesLicensed Technology, (ii) the practice by LICENSEE or any Affiliate Licensee or sublicensee of the PATENT RIGHTSPatent Rights; or (iii) arising from or relating to this License Agreement. LICENSEE Licensee shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE Licensee to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. 8.2 LICENSEE 9.2 Licensee shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE Licensee, University, and UNIVERSITY CMU in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS: (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, * *Required prior to be effective Licensee's or sublicensee's first use of Licensed Technology on or before the date of first sale of LICENSED TECHNOLOGY productsa human patient. The UNIVERSITY of Pittsburgh is University and CMU are to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), 9.2(a) and 8.2(c9.2(b) above. Certificates of Commercial General Liability insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S University's Office of Technology Management, 000 Xxxxxxx Xxxxx Steel Conference Center, Thackeray & O'Hara Streets, Pittsburgh, PA 1526015260 ("OTM"), no later than fifteen (15) days after execution of this Agreement and annually thereafteron or before July 1 of each subsequent year during the Term of this Agreement. Certificates evidencing Products Liability coverage of $5,000,000 shall be filed with OTM within thirty (30) days in advance of such use of Licensed Technology in a human. Such certificates shall provide that the insurer will give the UNIVERSITY University not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY9.3 UNIVERSITY AND CMU, AND ITS THEIR AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ ' AND EXPERTS’ ' FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.. *** Certain Confidential Information Omitted 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000 (c) Products Liability $5,000,000, to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. 5,000,000 The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), ) and 8.2(c8.2Cb) above. Certificates of insurance evidencing the coverage required above shall be filed with the UNIVERSITY’S Office of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION REPRESENTATIONS AND EXTEND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES EMPLOYEES, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT OR SERVICE THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at all times during the term request of this Agreement and thereafter indemnifythe Company as a director, defend and hold UNIVERSITYofficer, its trustees, officers, faculty member, employees employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and Affiliates (“INDEMNIFIED PARTIES”) held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all claims cost, expense, liability and expensesloss (including, including legal expenses and reasonable without limitation, attorneys’ fees, arising out judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the death of Company or injury other entity and shall inure to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement benefit of the LICENSED TECHNOLOGY Executive’s heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by Licensee him in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to its sublicensees, (ii) repay the practice amount of such advance if it shall ultimately be determined that he is not entitled by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged law to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend indemnified against such costs and indemnify as set forth herein shall *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreementexpenses. 8.2 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, as provided below: COVERAGE LIMITS (a) Commercial General Liability, including, but not limited to, Products, Contractual, Fire, Legal and Personal Injury $1,000,000 Combined Single Limits for Bodily Injury and Property Damage (b) Professional Liability $5,000,000Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 13(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption in any judicial proceeding that the Executive has not met the applicable standard of conduct. (c) Products Liability $5,000,000The Company agrees to continue and maintain director’s and officer’s liability insurance policy covering the Executive, until such time as actions against the Executive are no longer permitted by law, with terms and conditions no less favorable than the most favorable coverage then applying to be effective on or before the date of first sale of LICENSED TECHNOLOGY products. The UNIVERSITY of Pittsburgh is to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a), 8.2(b), and 8.2(c) above. Certificates of insurance evidencing the coverage required above shall be filed any other executive officer commensurate with the UNIVERSITY’S Office position held by the Executive of Technology Management, 000 Xxxxxxx Xxxxx Conference Center, Pittsburgh, PA 15260, no later than fifteen (15) days after execution of this Agreement and annually thereafter. Such certificates shall provide that the insurer will give the UNIVERSITY not less than thirty (30) days advance written notice of any material changes in or cancellation of coverageCompany. 8.3 UNIVERSITY, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.