Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. At all times following the Merger, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Insurance. At all times following (a) If the MergerMerger is consummated, then until the sixth anniversary of the Effective Time, Acquisition Co., Inc. will cause the Surviving Corporation shall indemnify to fulfill and honor in all present respects the obligations of Company to its directors and former directors officers as of immediately prior to the Effective Time (the “Company Indemnified Parties”) pursuant to any indemnification provisions under Company’s Certificate of Incorporation or officers By-Laws as in effect on the date hereof and pursuant to any indemnification agreements between Company and such Company Indemnified Parties existing as of the date hereof (the “Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' feesIndemnification Provisions”), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, respect to claims arising out of acts or pertaining to matters existing or omissions occurring at or prior to the Effective Time which are asserted after the Effective Time. In connection therewith Acquisition Co., whether asserted Inc. will cause the Surviving Corporation to advance expenses to Company Indemnified Parties as incurred to the fullest extent provided for under the Company Indemnification Provisions, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Any claims for indemnification made under this Section 4.17 on or claimed prior toto the sixth anniversary of the Effective Time shall survive such anniversary until the final resolution thereof. However, at the foregoing covenants under this Section 4.17 shall not apply to any claim or matter that relates to a willful or intentional breach of a representation, warranty or covenant made by Company in connection with this Agreement or the transactions contemplated hereby. (b) For a period of six years after the Effective Time, to Acquisition Co., Inc. will cause the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will to maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance in effect directors’ and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy on terms comparable to those applicable to the current directors and officers of Company; provided, however, that in no event will Acquisition Co., Inc. or the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount expend in excess of 300150% of the annual premium currently paid by Company for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage (or such coverage as may be obtained available for such amount. The provisions 150% of this such annual premium). (c) This Section are shall survive the consummation of the Merger, is intended for to benefit each Company Indemnified Party, shall be binding on all successor and assigns of the benefit ofSurviving Corporation and Acquisition Co., Inc., and shall be enforceable by, each by the Company Indemnified Party and his or her heirs and representativesParties.

Indemnification; Insurance. At all times following The Company shall not alter, in any manner adverse to the MergerInvestor Designees, any rights to indemnification and exculpation from liabilities currently afforded to members of the Board of Directors pursuant to the Charter, the Surviving Corporation Bylaws or any indemnification agreement, in each case, as in effect as of the Effective Time. The Company shall indemnify all present use commercially reasonable efforts to continue to maintain in effect directors’ and former directors or officers officers’ liability insurance and fiduciary liability insurance with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable, in the aggregate, to the insureds as provided in the Company’s existing policies as of the Effective Time. The Company hereby acknowledges that certain Investor Designees may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and its Subsidiaries subsidiaries ("Indemnified Parties"collectively, the “Indemnitors”). The Company hereby agrees that, with respect to an action, suit or proceeding brought against an Investor Designee by reason of the fact that such Investor Designee is or was a director of the Company (A) against the Company and its subsidiaries are the indemnitor of first resort (i.e., their obligations to the Investor Designees are primary and any costs obligation of the Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Investor Designee are secondary), (including reasonable attorneys' fees)B) the Company and its subsidiaries shall be required to advance the full amount of expenses incurred by any Investor Designee and shall be liable for the full amount of all expenses, judgments, finespenalties, lossesfines and amounts paid in settlement, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by laweach case, to the extent such Costs have not been paid for legally permitted and as required by insurance the terms of this Agreement, the Charter, the Bylaws, and shallcertificate of incorporation, in connection with defending against certificate of formation, bylaws, limited partnership agreement or limited liability company agreement or comparable organizational documents of any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws Company’s subsidiaries (or certificate of incorporation of any other agreement between the Company or any of its Subsidiariessubsidiaries and any such Investor Designee related to indemnification), without regard to any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from rights such Investor Designee may have against the Effective Time Company's current D&O Insurance and indemnification policy Indemnitors, and, (or a policy providing substantially similar coverageC) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered subsidiaries irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by an Indemnitor on behalf of an Investor Designee with respect to any claim for which such Investor Designee has sought indemnification from the Company's D&O Insurance as Company or its subsidiaries shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for rights of recovery of such D&O Insurance an amount in excess of 300% of Investor Designee against the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; Company and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesits subsidiaries.

Indemnification; Insurance. At (a) From and after the -------------------------- consummation of the Offer and for a period of six (6) years thereafter, Richfood shall cause Dart and its wholly-owned Subsidiaries to maintain all times following rights of indemnification (including rights to advancement of expenses and exculpation from liability) existing in favor of the Merger, the Surviving Corporation shall indemnify all present and former directors or officers directors, officers, employees and agents of the Company Dart and its such Subsidiaries (collectively, the "Indemnified Parties") against on terms no less favorable than those provided in the certificates of incorporation and bylaws of such entities on the date of this Agreement with respect to matters occurring prior to the Effective Time. In addition, Richfood shall and shall cause each of Dart and its Subsidiaries (or any costs of their successors) to perform all of their respective obligations under those Indemnification Agreements listed on Exhibit 7.8 attached hereto. Richfood ----------- acknowledges that all directors, officers and employees of Subsidiaries of Dart that are not wholly-owned Subsidiaries who are also directors, officers or expenses employees of Dart are serving in their capacities at such Subsidiaries at the direction and request of Dart. (b) Richfood shall cause to be maintained in effect from the consummation of the Offer until six (6) years thereafter the current policies for directors' and officers' liability insurance maintained by Dart for the benefit of the Indemnified Parties, including reasonable attorneys' feescoverage with respect to claims arising from facts or events that occurred at or prior to the consummation of the Offer (provided that Richfood may substitute therefor policies of at least the same coverage containing terms and conditions that are not materially less advantageous), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunderto Richfood in the market. If such insurance is not available to Richfood in the market, promptly reimburse Richfood will provide such Indemnified Parties from time level of insurance as is then provided to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of Richfood. (c) In the Company event Richfood or Dart or any of their respective successors or assigns (i) consolidates with or merges into any other person and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to spend any person, then, and in each case, proper provision shall be made so that the successors and assigns of Richfood or Dart, as an annual premium for the case may be, honor the indemnification obligations set forth in this Section 7.8. ----------- (d) The obligations of Dart and Richfood under this Section 7.8 shall not ----------- be terminated, modified or assigned in such D&O Insurance an amount in excess a manner so as to adversely affect any Indemnified Party without the consent of 300% of such Indemnified Party (it being expressly agreed that the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation Indemnified Parties shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions third-party beneficiaries of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.7.8). -----------

Indemnification; Insurance. At all times following (a) From and after the MergerEffective Time, the Surviving Corporation shall indemnify all past and present directors and former directors or officers of the Company Seller and its Subsidiaries (the "Indemnified Parties") against any costs shall be entitled to indemnification from Parent or expenses (including reasonable attorneys' fees)Buyer as set forth below. If the Indemnified Party is a past or present director or officer of Seller, judgments, fines, losses, claims, damages, penalties such Indemnified Party shall be indemnified by Parent for his or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding her past acts or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective TimeTime to the same extent that he or she is indemnified under the Certificate of Incorporation or Bylaws of Seller as in effect on the date of this Agreement. If the Indemnified Party is a past or present director or officer of a Seller Subsidiary including Seller Bank, whether asserted such Indemnified Party shall be indemnified by Buyer for his or claimed her past acts or omissions occurring prior to, at to the Effective Time to the maximum extent permitted by Buyer's Charter and Bylaws subject to any restrictions imposed by applicable law or after regulation. The foregoing indemnification shall remain in effect for a period of six years following the Effective Time. Buyer or Parent will provide, or cause to the fullest extent permitted by lawbe provided, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six three years from the Effective Time Company's current D&O Insurance Time, an insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are that provides to those officers and directors and officers of the Company Seller and its Subsidiaries covered immediately prior to the Effective Time coverage no less favorable than as currently provided by Seller to such officers and directors, to the Companyextent such insurance may be purchased or kept in full force without any material increase in the cost of the premium currently paid by Buyer for its directors' and officers' liability insurance (provided, Buyer or Parent may substitute or cause Seller to substitute therefor to the extent available at a cost not in excess of 150% of the current annual premium cost of Seller's D&O Insurance as existing directors and officers' insurance, single premium tail coverage with policy limits equal to Seller's existing annual coverage limits). At the request of Buyer, Seller shall use reasonable efforts to procure the insurance coverage referred to in the preceding sentence prior to the Effective Time; provided . (b) To induce Seller to enter into this Agreement, Parent has agreed to execute this Agreement as an accommodation party for the sole purpose of agreeing to be bound by the terms of this Section 5.9. (c) In the event that Surviving Corporation Parent or Buyer or any of its respective successors or assigns (i) consolidates with or merges into any other person and shall not be required the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to spend as an annual premium for any person, then, and in each such D&O Insurance an amount case the successors and assigns of such entity shall assume the obligations set forth in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section 5.9, which obligations are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party director and his or her heirs and representativesofficer covered hereby.

Indemnification; Insurance. At If the accomplishment of this Order requires Seller to sell goods, perform services, or provide labor on the premise of KUKA ASSEMBLY AND TEST: a) Xxxxxx agrees to take all times following precautions necessary to prevent the Mergeroccurrence of any accident, injury, death, or loss to any persons or property. Seller further agrees to be solely responsible for any accident, injuries, death, or loss to any persons or property which arise out of its performance under this Order. Xxxxxx further agrees that: (i) Seller will keep the Surviving Corporation shall indemnify premises and work area safe and free and clear of all present hazards. (ii) The work will remain at Seller's sole risk prior to written acceptance by KUKA ASSEMBLY AND TEST and former directors Seller will replace at its own expense all work damaged or officers destroyed as a result of the Company and its Subsidiaries acts, omissions or negligence of Seller. ("Indemnified Parties"iii) against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeSeller will, to the fullest extent permitted by law, indemnify, save harmless and defend KUKA ASSEMBLY AND TEST from and against any and all claims, demands or suits made or brought against Seller or KUKA ASSEMBLY AND TEST on account of any of the terms or provisions of any applicable worker's compensation law and/or unemployment insurance law, or other breach of an Order or these Terms and Conditions. (iv) Seller shall maintain public liability insurance with limits that are at least the equivalent of a combined bodily injury and property damage single limit of $1,500,000 per occurrence, including contractual coverage with respect to the indemnity provisions of these Terms and Conditions and shall have KUKA ASSEMBLY AND TEST named as an additional insured thereon. Such insurance shall be deemed to be the primary liability coverage and Seller shall furnish KUKA ASSEMBLY AND TEST acceptable evidence of such insurance before commencing work. b) Seller will, to the fullest extent permitted by law, indemnify, defend, and hold harmless KUKA ASSEMBLY AND TEST from and against any liability, lawsuit, claim or action (regardless of the merits thereof) ("Claim"), and pay any loss, damage, judgment, cost or expense associated therewith (including, without limitation, attorneys fees) arising out of any death or injury to any person, or damage to or destruction of any property, or any other actual or alleged damage or loss whatsoever, of whatever kind or nature, foreseeable or unforeseeable, suffered by any individual or entity, resulting or alleged to result in whole or in part from: (a) any actual or alleged defect in any goods covered by any Order, whether latent or patent, including ,without limitation, any actual or alleged failure by such Costs have not been paid for by insurance and shallgoods or the manufacture, possession, use or sale thereof to comply with any law, rule, regulation, ordinance or order, unless such death, injury or damages were caused, in connection their entirety, by the sole negligence of KUKA ASSEMBLY AND TEST; (b) Seller's failure to comply with defending any provision of these Terms and Conditions or any Order or the act or omission of either Seller, Seller's vendors, subcontractors or anyone acting directly or indirectly under Seller's direction, control or on Seller's behalf; (c) any misrepresentation or breach of any representation, agreement or covenant by Seller; or (d) alleged infringement of any patent, copyright, trademark or other intellectual property rights of a third party. KUKA ASSEMBLY AND TEST's indemnification damages will include, without limitation, the cost to replace the goods covered by the Order and any consequential damages, including, but not limited to, loss of profits and any other claims made by KUKA ASSEMBLY AND TEST, its employees, agents or customers. To the extent that these Terms and Conditions provide that Seller will indemnify, save harmless and defend KUKA ASSEMBLY AND TEST from liability, claims, demands or suits, it is the intention of Seller that such indemnity shall apply, to the fullest extent permitted by law, unless the Claim was caused by the sole negligence of KUKA ASSEMBLY AND TEST. c) Seller shall maintain such liability insurance, including product liability, completed operations, contractor's liability, automobile liability, comprehensive general liability, and workers' compensation and employer's liability as will adequately protect Seller and KUKA ASSEMBLY AND TEST against any action for which indemnification is available hereundersuch Claims and all other claims, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentationlosses, for any reasonable costs damages, liabilities, fines, and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of but not less than six years from the Effective Time Company's current D&O Insurance $1,000,0000 per occurrence. All such insurance shall be placed with reputable companies acceptable to KUKA ASSEMBLY AND TEST, with policy language in form and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors content acceptable to KUKA ASSEMBLY AND TEST, and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend naming KUKA ASSEMBLY AND TEST as an annual premium for additional insured in all such D&O policies. Seller shall furnish KUKA ASSEMBLY AND TEST Certificates of Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide evidencing all such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativescoverage.

Indemnification; Insurance. At 12.1 The Company agrees to defend, indemnify and hold Ovamed harmless from and against all times following the Mergerliability, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claimsdemands, damages, penalties including without limitation, expenses or liabilities losses including death, personal injury, illness or property damage arising directly or indirectly: (collectively, "Costs"a) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of use by the Company or pertaining its transferees of inventions licensed or information furnished under this Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not the result of Licensor’s breach of any representation or warranty, negligence or willful misconduct. 12.2 Beginning at the time as any such product, process or service is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by the Company its Affiliate, or a Company Sublicensee, the Company shall, at its sole cost and expense procure and maintain comprehensive general liability insurance in amounts not less than $[*******] per incident and $[*******] annual aggregate and naming UIRF as an additional insured. During clinical trials of any such product, process or service the Company shall, at its sole cost and expense, procure and maintain comprehensive general liability insurance in such equal or lesser amounts as required by the License Agreement, naming UIRF as an additional insured. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) liability coverage consistent with the Company’s indemnification obligations under this Agreement. If the Company elects to matters existing self-insure all or occurring part of the limits described above (including deductibles or retentions which are in excess of $[*******] annual aggregate) such self-insurance program must be acceptable to UIRF. The minimum amounts of insurance coverage required shall not be construed to create a limit of the Company’s liability with respect to its indemnification under this Agreement. 12.3 The Company shall provide Ovamed and/or UIRF (at or the Company’s option) with written evidence of such insurance upon request of Ovamed. The Company shall provide Ovamed and/or UIRF (at the Company’s option) with written notice at least [*******] days prior to the Effective Timecancellation, whether asserted non-renewal or claimed prior material change in such insurance; if the Company does not obtain replacement insurance providing comparable coverage within such [*******] day period, the Company shall have the right to terminate this Agreement effective at the end of such [*******] day period upon written notice. 12.4 The Company shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process, or service, relating to, at or after the Effective Timedeveloped pursuant to, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification this Agreement is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws being commercially distributed or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered sold by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, its Affiliate or a Company Sublicensee, and (ii) a reasonable period after the period referred to in (i) above which in no event shall be enforceable by, each Indemnified Party and his or her heirs and representativesless than [*******].

Indemnification; Insurance. At all times following (a) For a period of three years from the MergerEffective Time, the Surviving Corporation Corporation, shall indemnify all present and former directors maintain in its Bylaws the provisions with respect to indemnification set forth in the Company's Bylaws as in effect on the date hereof, which provisions shall not be amended, repealed or officers otherwise modified for such a period in any manner that would adversely affect the rights thereunder of persons who at the Effective Time were directors, officers, employees or agents of the Company (such persons being third-party beneficiaries of this Section 7.07) with respect to actions and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after unless such modification is required by law. (b) For a period of three years from the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will shall use its commercially reasonable efforts to maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance in effect directors' and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all officers' liability insurance covering those persons who are directors and officers of the Company and its Subsidiaries currently covered by the Company's directors' and officers' liability insurance policy with respect to actions and omissions occurring prior to the Effective Time on terms no less favorable than the terms of such current insurance coverage. The Surviving Corporation may provide such coverage through ProAssurance's directors and officers' liability insurance policy, provided such policy provides substantially the same coverage as the terms of the Company's current insurance coverage. Notwithstanding the foregoing, if the directors' and officers' liability insurance referred to in this Section 7.07(b) is unavailable for the Maximum D&O Insurance Premium (as defined below), the Surviving Corporation shall obtain as much insurance as can be obtained for a premium not in excess (on an annualized basis) of the Maximum D&O Premium. The Company will give to any director and officer covered by this Section 7.07, 30 days prior written notice of any reduction on coverage or cancellation of the directors' and officers' liability insurance referred to in this Section 7.07(b). For purposes of this Section 7.07(b), the "Maximum D&O Premium" shall be an amount not greater than 150% of the premium paid by the Company (on an annualized basis) for directors' and officers' liability insurance during the period from May 24, 2002 to the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Insurance. At all times following the Merger11.2.1 LICENSEE shall indemnify, the Surviving Corporation shall indemnify all present defend and former directors or officers of the Company hold harmless HGS and its Subsidiaries directors, officers, employees, and agents and their respective successors, heirs and assigns ("Indemnified Parties") the “Indemnitees”), against any costs liability, damage, loss, or expenses expense (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs"’ fees and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claimclaims, actionsuits, suitactions, proceeding demands or investigation, whether civil, criminal, administrative or investigative, judgments arising out of any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or pertaining strict liability) concerning any product, process or service made, used or sold pursuant to matters existing any right or occurring license granted under this Agreement. This indemnification provision shall survive termination of this Agreement for any reason. 11.2.2 LICENSEE agrees, at its own expense, to provide attorneys reasonably acceptable to HGS to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. 11.2.3 Beginning at the time as any such product, process or service is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by LICENSEE, LICENSEE shall, at its sole cost and expense, procure and maintain comprehensive general liability insurance in amounts not less than $2,000,000 per incident and $5,000,000 annual aggregate and naming the Indemnities as additional insureds provided such insurance is reasonably available on commercially reasonable terms. During clinical trials of any such product, process or service, LICENSEE shall, at its sole cost and expense, procure and maintain comprehensive general liability insurance in the amount set forth in the previous sentence, naming the Indemnitees as additional insureds provided such insurance is reasonably available on commercially reasonable terms. Such comprehensive general liability insurance shall provide: (i) product liability coverage and (ii) broad form contractual liability coverage for LICENSEE’s indemnification under this Agreement. If LICENSEE elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be acceptable to HGS. The minimum amounts of insurance coverage required shall not be construed to create a limit of LICENSEE’s liability with respect to its indemnification under this Agreement. 11.2.4 LICENSEE shall provide HGS with written evidence of such insurance upon request of HGS. LICENSEE shall provide HGS with written notice at least fifteen (15) days prior to the Effective Timecancellation, whether asserted non-renewal or claimed prior tomaterial change in such insurance; if LICENSEE does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period without notice or any additional waiting periods. 11.2.5 LICENSEE shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during the designated shelf life of the LICENSED PRODUCTS plus the applicable statute of limitations period for products liability in the subject period, at or but in no event more than five (5) years after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification license is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesterminated.

Indemnification; Insurance. At (a) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all times following respects the Mergerobligations of the Company or any of its present or former Subsidiaries to each Person who is now, or has been at any time prior to the date hereof, an officer, director or limited liability company manager of the Company or any of its present or former Subsidiaries (including any individual serving as a fiduciary of any employee benefit plan of the Company or any of its present or former Subsidiaries) and each Person Controlling any of the foregoing Persons (collectively, the “Company Indemnified Parties”) for indemnification and advancement of expenses pursuant to any indemnification provisions under the Organizational Documents of the Company or any of its present or former Subsidiaries as in effect on the date of this Agreement and pursuant to any indemnity agreement as in effect on the date of this Agreement by and between the Company or any of its present or former Subsidiaries and any Company Indemnified Party (each, an “Indemnity Agreement”). From and after the Effective Time, Parent shall cause the Surviving Corporation shall indemnify all present Company and former directors or officers its Subsidiaries to maintain in their respective Organizational Documents the provisions with respect to indemnification and exculpation from liability as set forth in the respective Organizational Documents of the Company and its Subsidiaries as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Company Indemnified Party. ("b) From and after the Effective Time, the Surviving Company shall indemnify, defend and hold harmless each of the Company Indemnified Parties") Parties against any all losses, claims, damages, liabilities, obligations, costs or and expenses (including reasonable attorneys' ’ fees), judgments, fines, lossespenalties and amounts paid in settlement incurred by or imposed on any of the Company Indemnified Parties in any way arising out of, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claimwith, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring by reason of (i) their respective status as an officer, director or limited liability company manager of the Company or any of its present or former Subsidiaries now or at or any time prior to the Effective Timedate hereof (including serving as a fiduciary of any employee benefit plan of the Company or any of its present or former Subsidiaries) or as a Controlling Person of any of the foregoing, or (ii) any acts or omissions, or alleged acts or omissions, by any of them in their respective capacities as such, whether asserted incurred or claimed prior toimposed before, at or after the Effective Time. In the event of any claim, investigation or Litigation in respect of any matter described in clause (i) or (ii) of the preceding sentence (each, an “Action”), (A) the Surviving Company shall, within ten (10) days following a request therefor, pay on an as-incurred basis the fees and expenses of counsel to the fullest extent permitted by lawCompany Indemnified Party in advance of the final disposition of such Action, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt by the Surviving Company of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred an undertaking by or on behalf of the Company Indemnified Party to repay such Indemnified Parties; provided that such reimbursement amount if it shall ultimately be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if determined by a court of competent jurisdiction that the Company Indemnified Party is not entitled to be indemnified as authorized in this Section 5.6 and (B) the Surviving Company shall ultimately determine that indemnification be entitled to control the defense of such Action with counsel of its own choosing that is reasonably acceptable to the Company Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Party, will actively defend such Action and will consult with the Company Indemnified Party may be entitled by reason with respect to significant decisions in the defense of such Action and take such Person’s views into account in good faith; provided that the by-laws or certificate Surviving Company shall not enter into any settlement of incorporation such Action without the prior written consent of the Company Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) unless such settlement is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the Company Indemnified Party and provides for a full, unconditional and irrevocable release of the Company Indemnified Party from all liability in connection with such Action; and provided, further, that if the Surviving Company does not actively defend such Action, the Company Indemnified Party shall be entitled to assume the defense of such Action with counsel of its own choosing at the expense of the Company (provided that the Company Indemnified Party shall not enter into any settlement of such Action without the prior written consent of the Surviving Company, which consent shall not be unreasonably withheld, delayed or conditioned). (c) For a period of six (6) years following the Effective Time, the Surviving Company shall cause to be maintained directors’ and officers’ and fiduciary liability insurance covering the Company Indemnified Parties who are currently covered, in their capacities as directors and officers or as fiduciaries of any employee benefit plan, by the Company’s or any of its Subsidiaries’ existing directors’ and officers’ and fiduciary liability insurance policies (collectively, any contract and/or any applicable law. the “Insured Company Indemnified Parties”), which insurance shall provide the same coverage and be on the same terms as such existing insurance; provided that Parent and the Surviving Corporation will Company shall not be required, in order to maintain for a period or procure such coverage, to pay an annual premium in excess of not less than six years from three hundred percent (300%) of the Effective Time Company's aggregate of the current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of annual premiums paid by the Company and its Subsidiaries covered for their existing coverage (the “Premium Cap”); provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Company's D&O Insurance Premium Cap, Parent and the Surviving Company shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Premium Cap. Notwithstanding the foregoing, the Company and the Parent shall co-operate in good faith and use their reasonable best efforts, prior to the Closing, to purchase directors’ and officers’ and fiduciary liability insurance tail coverage for the Insured Company Indemnified Parties providing the coverage described in, and on the terms and conditions set forth in, the first sentence of this Section 5.6(c). To the extent the premium for such tail coverage has not been paid prior to the close of business on the day immediately preceding the Closing Date, Parent shall, or shall cause the Surviving Company to, pay such premium promptly when due, and, to the extent the premium for such tail coverage has been paid prior to the close of business on the day immediately preceding the Closing Date, the lesser of (i) the amount of such premium payment and (ii) the amount that is six (6) times the Premium Cap shall be added to the Closing Cash. If such tail coverage is purchased, and provided that such coverage remains in effect for the six (6) years following the Effective Time; provided that , the Surviving Corporation Company shall not be required deemed to spend as an annual premium for such D&O Insurance an amount in excess of 300% of have satisfied its obligations under the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions first sentence of this Section are 5.6(c). The Surviving Company shall not cancel or reduce any such tail coverage or take any other action that would impair the coverage thereunder. Any insurance proceeds received by Parent or the Surviving Company from any liability insurance policies purchased or maintained in accordance with this Section 5.6(c) shall be paid to the Insured Company Indemnified Party, to the extent Parent or the Surviving Company has not already paid the liability on behalf of the Insured Company Indemnified Party or reimbursed the Insured Company Indemnified Party therefor, as promptly as practicable after receipt of such proceeds by Parent or the Surviving Company, as the case may be. (d) The Surviving Company shall pay, as and when incurred, all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses and court costs, that may be incurred by the Company Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.6. (e) This Section 5.6 shall survive the Closing, is intended for the benefit ofof and may be enforced directly by each of the Company Indemnified Parties and the Insured Company Indemnified Parties, and shall be enforceable by, each Indemnified Party binding on all successors and his or her heirs assigns of Parent and representativesthe Surviving Company.

Indemnification; Insurance. At all times following the Merger, the Surviving Corporation shall Company will indemnify all present and former directors or officers of the Company hold Grantor harmless from and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and all claims and demands arising out of death of persons or pertaining personal injury or damage to matters existing or occurring at destruction of property resulting directly from Company's use (or prior to the Effective Timethat of its representatives, whether asserted agents, contractors or claimed prior toinvitees) of said Property, at or after the Effective Time, to the fullest extent permitted by law, except to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement injury or damage is caused by the gross negligence or willful misconduct of Grantor. Grantor shall submit to Company in writing a detailed listing of all claimed injury and/or property damage no later than five (5) days following notice from Company that is has completed its use of the Property. Any subsequent personal injury that becomes known to Grantor shall be conditioned upon promptly reported to Company. Failure to so report such Indemnified Parties' agreement promptly personal injury shall not limits Grantor’s ability to return such amounts if seek indemnification as provided for in this Agreement. Grantor shall permit Company to inspect the property alleged to be damaged. Company shall maintain during the term of this Agreement a court commercial general liability policy that shall have a limit of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period liability of not less than six years from $1,000,000 per occurrence, an automobile liability policy with a limit of not less than $1,000,000 per occurrence, and an excess/ umbrella liability policy with a limit of not less than of $6,000,000 per occurrence and aggregate. Company shall cause ’sits payroll services company shallto maintain during the Effective Time term of this Agreement worker’s compensation coverage in amounts required by statute. Company's current D&O Insurance ’s liability insurance shall be primary and indemnification policy (or non-contributory to any insurance carried by Grantor and shall include a policy providing substantially similar coverage) (waiver of subrogation in favor of Grantor in accordance with the "D&O Insurance") for all persons who are directors and officers of indemnity provisions herein. in accordance with the indemnity provisions herein.[note –this phrase is not necessary here] Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect provide Grantor, prior to the date use of the Property, with evidence of such commercial general liability insurance naming Grantor and its affiliates [note – this Agreement; and provided further that Surviving Corporation shall nevertheless is how it should be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit ofwritten, and shall be enforceable bybut if there is an issue with affiliates, each Indemnified Party and his or her heirs and representativesuse ‘partners’ instead]as an additional insured party thereon.

Indemnification; Insurance. At all times following the Merger(a) Licensee will defend, the Surviving Corporation shall hold harmless, and indemnify all present Licensor from and former directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs or liability and expenses (including including, without limitation, reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs"attorney and other professional fees and disbursements) incurred by Licensor arising from or in connection with (i) any claimthird party claims or demands to recover for personal injury or death, actionproperty damage or economic loss caused by any of the Business Products or Services supplied by Licensee (regardless of whether such claim or demand arises under tort, suitnegligence, proceeding contract, warranty, strict liability or investigationany other legal theories), whether civil(ii) any Licensee Infringement (as defined in Section 9(a)), criminal(iii) any breach of any representation or warranty made by Licensee to Licensor, administrative and (iv) any breach of any covenant or investigativeagreement made by Licensee to Licensor which is contained in this Agreement. (b) Licensee shall procure and maintain, at its own expense, in full force and effect at all times during the Term which Business Products and Services are being sold or provided by Licensee commercial general liability insurance policies covering liability arising out from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and blanket contractual liability in commercially reasonable amounts. All policies of insurance maintained by Licensee in accordance with this Agreement shall be written as primary policies, not contributing with or pertaining to matters existing or occurring at or prior in excess of coverage that Licensor may carry to the Effective Timeextent allowable by the applicable insurance carrier and applicable law. If Licensee's liability policies do not contain the standard separation of insureds provision, whether asserted or claimed prior toa substantially similar clause, at or after the Effective Time, they shall be endorsed to the fullest extent permitted by lawprovide cross-liability coverage. Licensee shall agree to waive its insurer's right of subrogation under its policies, to the extent such Costs have that this action will not been paid for impair the coverages under the policies obtained by Licensee. Licensor shall be an additional insured under Licensee's insurance policy, and, at Licensor's request, Licensee shall provide Licensor with a certificate of insurance evidencing compliance with the insurance requirements and shallwaiver of subrogation set forth above. Such certificate shall be in a form reasonably acceptable to Licensor and underwritten by an insurance company reasonably satisfactory to Licensor or otherwise in accordance with any applicable provisions of the Transition Agreement. The purchase of appropriate insurance coverage by Licensee or the furnishing of a certificate of insurance shall not release Licensee from its obligations or liabilities under this Agreement. (c) Licensor shall indemnify and hold harmless Licensee from and against any liability and expenses (including, without limitation, reasonable attorney and other professional fees and disbursements) incurred by Licensee arising from or in connection with defending against (i) any action for breach of any representation or warranty made by Licensor to Licensee, (ii) any breach of any covenant or agreement made by Licensor to Licensee which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be contained in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives(iii) any Licensor Infringement (as defined in Section 9(a)).

Indemnification; Insurance. At all times following the MergerSection 12.01 Licensor shall indemnify, the Surviving Corporation shall indemnify all present defend and former directors or officers of the Company hold harmless Licensee and its Subsidiaries Affiliates, and their respective officers, directors, members, managers, employees, agents, representatives, successors and assigns ("Indemnified Parties"each, an “Indemnitee”) against any costs or expenses all damages, costs, expenses, interest (including reasonable attorneys' feesprejudgment interest), judgments, fines, losses, claims, damagesdemands, penalties or liabilities liabilities, deficiencies and/or obligations, including, without limitation, reasonable fees and disbursements of counsel (herein referred to, collectively, "Costs"as “Damages”) incurred in connection with arising out of or resulting from any third party claim, action, suit, action or proceeding or investigation, whether civil, criminal, administrative or investigativerelated to, arising out of or pertaining resulting from Licensor’s breach of any representation, warranty, covenant, agreement or obligation under this License Agreement (each an “Action”). Section 12.02 Licensor shall indemnify, defend and hold harmless each of the Indemnitees against all Damages arising out of, resulting from or relating to matters existing any Action involving a claim that any manufacture, use, sale, offer for sale, distribution or occurring at importation of the Licensed IP or prior any Licensed Product outside the Field of Use in the Territory, or the exercise of any rights or privileges by Licensee granted to it under this License Agreement, infringes any patent or other intellectual property right of any third party; provided that, Licensor shall have no liability to Indemnitee with respect to any claim of infringement that is based solely upon (a) the combination of a Licensed Product with any other product or equipment not covered by the Licensed IP that is not reasonably anticipated by Licensor unless such combination is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Effective TimeIndemnitee for such infringement; (b) the customization of a Licensed Product by Indemnitee or any other third party for another Person that is not reasonably anticipated by Licensor unless such customization is necessary to practice the Licensed IP and in such case, whether asserted or claimed prior toLicensor shall remain liable to the Indemnitee for such infringement; and (c) the modification of a Licensed Product by Indemnitee that is not authorized by Licensor and that is not reasonably anticipated by Licensor unless such modification is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement. Section 12.03 The Indemnitee shall within 30 days of such Indemnitee’s notice of such Action notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to Indemnitee to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or after delayed. The Indemnitee’s failure to perform any obligations under this Section 12.03 shall not relieve the Effective Time, to the fullest extent permitted by law, indemnifying party of its obligation under this Section 12.03 except to the extent such Costs have not that the indemnifying party can demonstrate that it has been paid for by insurance materially prejudiced as a result of the failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Section 12.04 Licensee shall, in connection at all times during the Term and for five (5) years thereafter, obtain and maintain at its own expense the following types of insurance, with defending limits of liability not less than those specified below: (a) Commercial general liability insurance against any action claims for bodily injury and property damage which indemnification is available hereundershall include contractual coverage and product liability coverage, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period with limits of not less than six years from $10,000,000 per occurrence and $20,000,000 in the Effective Time Company's current D&O Insurance aggregate; and (b) Workers compensation and indemnification policy (or a policy providing substantially similar coverage) (employers’ liability with limits to comply with the "D&O Insurance") for all persons who are directors and officers statutory requirements of the Company state(s) in which the License Agreement is to be performed. The policy shall include employers’ liability for not less than $5,000,000 per accident. 1.1. Licensee shall deliver certificates of insurance evidencing coverage to Licensor promptly upon request after the execution of this License Agreement and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; upon reasonably request thereafter. All policies provided for herein shall expressly provide that Surviving Corporation such policies shall not be required cancelled, terminated or altered without at least thirty (30) days prior written notice to spend as an annual premium the Licensee, and Licensee shall promptly notify the Licensor in the event that a policy provided for such D&O Insurance an amount in excess of 300% herein is cancelled, terminated or altered. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or arising from a breach of the annual premium paid Licensor’s confidentiality obligations hereunder, the Licensor’s maximum liability for D&O Insurance in effect prior to the date Damages arising out of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and or resulting from any Action hereunder shall be enforceable by$10,000,000 per occurrence and $20,000,000 in the aggregate. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, each Indemnified Party and his or her heirs and representativesarising from a breach of the Licensor’s confidentiality obligations hereunder, in no event shall Licensor be liable for any consequential, incidental, indirect, special, punitive or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by the Indemnitee. In no case shall Licensor be liable for any damages arising out of the Indemnitee’s gross negligence or willful misconduct.

Indemnification; Insurance. At (a) Lessee is an independent contractor under this Lease and this Lease shall not be construed to create any other relationship between Lessee and Lessor, including but not limited to, agency, partnership or joint venture, except as expressly provided. (b) Except as otherwise specifically provided in the Lease, Lessee assumes all times following the Mergerrisk of bodily injury, the Surviving Corporation death, and property damage from any cause whatsoever. Lessee shall indemnify all present indemnify, hold harmless and former directors or officers of the Company defend Lessor from and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees)and all suits, judgmentsactions, fines, losseslegal proceedings, claims, damagesdemands, penalties or liabilities (collectivelycourt costs, "Costs") incurred litigation and reasonable attorneys’ fees in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativemanner caused by, arising from, incident to, connected with or growing out of or pertaining to matters existing or occurring at or prior to the Effective TimeLessee’s obligations, whether asserted or claimed prior toactivities and operations hereunder, at or after the Effective Time, to the fullest extent permitted by law, except to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement claims, demands, actions, damages, liabilities or expenses are occasioned by the neglect, acts or omissions of Lessor. This covenant and obligation shall be conditioned upon such Indemnified Parties' agreement promptly survive the termination of this Lease as to return such amounts if a court occurrences arising during the term of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company this Lease or any extension thereof. 17.2 Lessee shall at all times during the term of its Subsidiariesthis Lease and any extension thereof, any contract and/or any applicable lawmaintain in effect comprehensive general liability insurance for bodily injury, including death, and property damage in the amount of $500,000 per occurrence. Surviving Corporation will maintain for a period This policy shall cover, among other risks, the contractual liability of Lessee assumed under the indemnification provision of this Lease. Furthermore, Lessee shall have automobile liability insurance including owned, non-owned and hired vehicle coverage with limits of liability not less than six years from $500,000 combined single limit for bodily injury and property damage claims. In addition, Lessee shall maintain excess (umbrella) liability insurance over the Effective Time Company's current D&O Insurance comprehensive general liability and indemnification policy (or a policy providing substantially similar coverage) (automobile liability insurance coverage afforded by the "D&O Insurance") for all persons who are directors and officers primary policies described above, with minimum limits of $5,000,000 excess of the Company specific limits. If Lessee self-insures comprehensive general liability and/or automobile liability through the use of deductibles or self-insured retentions and its Subsidiaries covered by the Company's D&O Insurance as does not maintain primary liability policies, Lessee shall maintain $5,000,000 of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount umbrella liability coverage in excess of 300% its self-insured retentions for comprehensive general and automobile liability. Lessee shall furnish Lessor with an appropriate certificate of insurance within thirty (30) days of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amountexecution hereof. The provisions requirement for insurance hereunder does not in any way release Lessee of its indemnification obligations under this Section are intended for the benefit of, Lease and shall be enforceable by, each Indemnified Party and his does not diminish or her heirs and representativeslimit said obligations.

Indemnification; Insurance. At all times following 5.1 Indemnification LICENSEE shall indemnify, hold harmless and defend the MergerCORPORATION, the Surviving Corporation shall indemnify all present CITY OF SAN DIEGO, SAN DIEGO UNIFIED PORT DISTRICT, and former directors or officers of the Company their respective members, officers, directors, agents and its Subsidiaries ("Indemnified Parties") employees from and against any costs or and all claims, suits, damages, actions, costs, and expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Timeconnected with, whether asserted directly or claimed prior toindirectly, LICENSEE's operations on or in the Facilities, or the use or occupancy of the Facilities by LICENSEE, its employees, agents, contractors, patrons, guests, exhibitors, licensees, invitees or any other person entering the Facilities with the implied or express permission of LICENSEE, unless the claim or suit arises out of the sole negligence or willful misconduct of the parties to be indemnified, their employees or agents. 5.2 Insurance Notwithstanding the indemnification requirements of Section 5.1, LICENSEE shall, at its sole cost and expense, procure and maintain the following types and limits of insurance, containing the additional insured endorsements and cancellation clause set forth herein. At a minimum, said insurance coverage shall be in effect from 12:01 a.m. on the first day of the License Period to 11:59 p.m. on the last day of the License Period. In the event the License Period is extended, as provided in this Agreement, then the period of coverage shall be extended to cover the extended License Period. LICENSEE shall deliver certificates of insurance evidencing the following coverage and endorsements on or after before the Effective Timedate set forth in the Summary of Basic Terms: (1) Commercial General Liability policy with coverage as broad as ISO CG0001 in the occurrence form providing coverage against claims for bodily injury or death and property damage occurring in or upon or resulting from LICENSEE's use or occupancy of the Facilities. Such insurance shall be primary and not require contribution from any of the additional insureds other insurance coverages, and shall afford immediate defense and indemnification, as named additional insureds, to CORPORATION, the CITY OF SAN DIEGO and SAN DIEGO UNIFIED PORT DISTRICT, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period limit of not less than six years from the Effective Time Company's current D&O Insurance and indemnification TWO MILLION DOLLARS ($2,000,000.00) per occurrence; (2) Automobile Liability insurance (providing scope of coverage equivalent to ISO policy form CA 0001) with limits of not less than TWO MILLION DOLLARS (or a policy providing substantially similar coverage) (the "D&O Insurance"$2,000,000.00) for all persons who are directors bodily injury and officers property damage, in combined or equivalent split limits, for each single accident. Insurance shall cover liability arising out of the Company and its Subsidiaries covered by the CompanyLICENSEE’s use of vehicles in connection with this License Agreement, including owned, leased, hired, and/or non- owned autos, as each may be applicable; and, (3) Worker's D&O Compensation Insurance as required by law. SAN DIEGO CONVENTION CENTER CORPORATION, INC., CITY OF SAN DIEGO, SAN DIEGO UNIFIED PORT DISTRICT, AND THE MEMBERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF EACH OF THESE THREE ENTITIES ARE NAMED AS ADDITIONAL INSUREDS. 5.3 Failure to Comply with Section 5.2 Requirements Failure to comply with the insurance requirements of the Effective Time; provided that Surviving Corporation Section 5.2 shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date considered a material breach of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated . In the event LICENSEE fails to provide such coverage as may be obtained for such amount. The provisions the required certificates of this insurance by the due dates, CORPORATION shall have the right to proceed under the terms of Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives6.

Indemnification; Insurance. At all times following the MergerSection 12.01 Licensor shall indemnify, the Surviving Corporation shall indemnify all present defend and former directors or officers of the Company hold harmless Licensee and its Subsidiaries Affiliates, and their respective officers, directors, members, managers, employees, agents, representatives, successors and assigns ("Indemnified Parties"each, an “Indemnitee”) against any costs or expenses all damages, costs, expenses, interest (including reasonable attorneys' feesprejudgment interest), judgments, fines, losses, claims, damagesdemands, penalties or liabilities liabilities, deficiencies and/or obligations, including, without limitation, reasonable fees and disbursements of counsel (herein referred to, collectively, "Costs"as “Damages”) incurred in connection with arising out of or resulting from any third party claim, action, suit, action or proceeding or investigation, whether civil, criminal, administrative or investigativerelated to, arising out of or pertaining resulting from Licensor’s breach of any representation, warranty, covenant, agreement or obligation under this License Agreement (each an “Action”). Section 12.02 Licensor shall indemnify, defend and hold harmless each of the Indemnitees against all Damages arising out of, resulting from or relating to matters existing any Action involving a claim that any manufacture, use, sale, offer for sale, distribution or occurring at importation of the Licensed IP or prior any Licensed Product outside the Field of Use in the Territory, or the exercise of any rights or privileges by Licensee granted to it under this License Agreement, infringes any patent or other intellectual property right of any third party; provided that, Licensor shall have no liability to Indemnitee with respect to any claim of infringement that is based solely upon (a) the combination of a Licensed Product with any other product or equipment not covered by the Licensed IP that is not reasonably anticipated by Licensor unless such combination is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Effective TimeIndemnitee for such infringement; (b) the customization of a Licensed Product by Indemnitee or any other third party for another Person that is not reasonably anticipated by Licensor unless such customization is necessary to practice the Licensed IP and in such case, whether asserted or claimed prior toLicensor shall remain liable to the Indemnitee for such infringement; and (c) the modification of a Licensed Product by Indemnitee that is not authorized by Licensor and that is not reasonably anticipated by Licensor unless such modification is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement. Section 12.03 The Indemnitee shall within 30 days of such Indemnitee’s notice of such Action notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to Indemnitee to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or after delayed. The Indemnitee’s failure to perform any obligations under this Section 12.03 shall not relieve the Effective Time, to the fullest extent permitted by law, indemnifying party of its obligation under this Section 12.03 except to the extent such Costs have not that the indemnifying party can demonstrate that it has been paid for by insurance materially prejudiced as a result of the failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Section 12.04 Licensee shall, in connection at all times during the Term and for five (5) years thereafter, obtain and maintain at its own expense the following types of insurance, with defending limits of liability not less than those specified below: (a) Commercial general liability insurance against any action claims for bodily injury and property damage which indemnification is available hereundershall include contractual coverage and product liability coverage, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period with limits of not less than six years from $10,000,000 per occurrence and $20,000,000 in the Effective Time Company's current D&O Insurance aggregate; and (b) Workers compensation and indemnification policy (or a policy providing substantially similar coverage) (employers’ liability with limits to comply with the "D&O Insurance") for all persons who are directors and officers statutory requirements of the Company state(s) in which the License Agreement is to be performed. The policy shall include employers’ liability for not less than $5,000,000 per accident. Licensee shall deliver certificates of insurance evidencing coverage to Licensor promptly upon request after the execution of this License Agreement and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; upon reasonably request thereafter. All policies provided for herein shall expressly provide that Surviving Corporation such policies shall not be required cancelled, terminated or altered without at least thirty (30) days prior written notice to spend as an annual premium the Licensee, and Licensee shall promptly notify the Licensor in the event that a policy provided for such D&O Insurance an amount in excess of 300% herein is cancelled, terminated or altered. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or arising from a breach of the annual premium paid Licensor’s confidentiality obligations hereunder, the Licensor’s maximum liability for D&O Insurance in effect prior to the date Damages arising out of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and or resulting from any Action hereunder shall be enforceable by$10,000,000 per occurrence and $20,000,000 in the aggregate. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, each Indemnified Party and his or her heirs and representativesarising from a breach of the Licensor’s confidentiality obligations hereunder, in no event shall Licensor be liable for any consequential, incidental, indirect, special, punitive or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by the Indemnitee. In no case shall Licensor be liable for any damages arising out of the Indemnitee’s gross negligence or willful misconduct.

Indemnification; Insurance. At all times following (a) Lessor agrees to hold harmless, defend and indemnify Lessee against losses and damages caused by the Mergernegligent and/or willful wrongful actions or inactions of Lessor and/or its affiliates, the Surviving Corporation shall indemnify all present and former directors parents or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs subsidiaries or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties their respective employees or liabilities (collectively, "Costs") incurred agents in connection with the Project. Except to the extent prohibited by law and subject to and without constituting a waiver of any of its charitable and/or legal immunities, Lessee agrees to hold harmless, defend and indemnify Lessor against losses and damages caused by the negligent and/or willful wrongful actions or inactions of Lessee and/or its affiliates or their respective employees or agents in connection with the Project. The foregoing indemnities shall survive any termination or expiration of this Lease. (b) Each party agrees that it shall give the other prompt written notice of any claim, actionthreatened or made, or suit instituted against it that could result in a claim for indemnification above. Both parties agree that in the event that indemnification is sought under this provision, the party seeking indemnification will furnish the indemnifying party, upon request, all information and assistance for defense against any such claim, suit, proceeding or investigationdemand. The obligations of the parties pursuant to this provision shall survive the termination, whether civilexpiration or rescission of this Lease. (c) Lessor agrees to maintain at all times during the Term hereof the insurance required by Article 18 of the Ground Lease. Lessor shall furnish Lessee with a Certificate of Insurance evidencing the required coverages and naming Lessee, criminalthe Commonwealth of Kentucky, administrative University and their respective regents, officers, officials, agents, and employees as additional insureds within thirty (30) days of the Effective Date of this Lease. Notwithstanding anything set forth herein to the contrary, Lessee acknowledges and agrees that Lessor shall not insure any personal property of Lessee or investigativeany of its employees, arising out agents or Residents. Lessor shall have no liability or responsibility for the safety of or pertaining damage to matters existing or occurring at loss of any personal property of Lessee or prior to the Effective Timeany of its employees, whether asserted agents or claimed prior toResidents, at or after the Effective Time, to the fullest extent permitted by law, except to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties damages or loss result from time to time upon receipt a breach of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time CompanyLessor's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of obligations under this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesLease.

Indemnification; Insurance. At all times following the Merger, the Surviving Corporation 6.1 Licensor shall indemnify all present and former hold Licensee, Licensee’s sublicensees hereunder, and their respective officers, directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities shareholders (collectively, "Costs"the “Licensee Indemnitees”) harmless from and against any and all loss, damage, claim, obligation, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and costs and expenses incurred in connection with investigating, preparing, defending against or prosecuting any litigation, claim, action, suit, proceeding or investigationdemand), whether civilof any kind or character (“Losses”) resulting from: (a) any breach by Licensor of this License Agreement, criminalincluding but not limited to any breach of Licensor’s representations and warranties made in Section 5 hereof, administrative provided that any such claim for indemnification for breach of representation or investigative, arising out of or pertaining to matters existing or occurring at or warranty must be instituted by Licensee prior to the Effective Time, whether asserted or claimed prior to, at or after second (2nd) anniversary of the Effective TimeDate; or (b) the practice or use by Licensor or its licensees (other than Licensee or its sublicense(s)) of any of the Licensed Technology outside the Field of Use, including without limitation, advertising injury, personal injury, product liability, medical malpractice or loss or damage to the fullest extent permitted by lawmedical or other data, except to the extent such Costs have not been paid Losses result from any acts of Licensee for by insurance which Licensor is entitled to indemnification under Section 61 6.2 Licensee shall indemnify and shallhold Licensor, in connection with defending Licensor’s officers, managers and shareholders (the “Licensor Indemnitees”) harmless from and against any action and all Losses resulting from (a) any breach by Licensee of this Licensee Agreement, including but not limited to any Unauthorized Activity; and (b) the practice or use of any Licensed Technology by Licensee or its sublicensee(s) including, without limitation, advertising injury, personal injury, product liability, medical malpractice, or loss or damage to medical or other data, except to the extent such Losses result from any acts of Licensor for which Licensee is entitled to indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of under Section 6.1. 6.3 During the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date term of this Agreement; , Licensee shall maintain product liability insurance in reasonable amounts and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage the extent available and name Licensor as may be obtained for such amount. The provisions of this Section are intended for the benefit of, additional insured if Licensee can reasonably do so and shall be enforceable by, each Indemnified Party and his or her heirs and representativeswithout incurring additional premium.

Indemnification; Insurance. At A. Lessee hereby waives any and all times following claims against Lessor for damages by reason of any personal injury or property damage to any person or persons whomsoever (including Lessee, Lessee's agents and servants, employees, or third persons) in or about the Mergerdemised premises, the Surviving Corporation shall indemnify all present buildings of which the demised premises are a part, and former directors or officers of the Company sidewalks and its Subsidiaries ("Indemnified Parties") other areas appurtenant thereto. Lessee further expressly agrees to indemnify, defend and hold Lessor harmless from and against any costs or claims, demands, obligations, liabilities, causes of action, expenses (including reasonable attorneys' fees)) occasioned by or connected, judgmentsin any way whatsoever, fineswith the condition, lossesuse or misuse of the demised premises, claimsthe building of which the demised premises are a part and the areas appurtenant thereto, damageswhich is occasioned by any negligent or intentional act or omission of Lessee and Lessee's agents, penalties or liabilities (collectivelyservants, "Costs") incurred in connection with any claimemployees, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior toand invitees. B. Lessee further agrees, at Lessee's sole cost and expense, forthwith upon the execution hereof to procure and keep in effect during the entire term hereof a policy or after the Effective Timepolicies of commercial general liability insurance, insuring Lessee from legal liability for personal injury, death or damage to the fullest extent permitted by lawperson or damage to property, to the extent such Costs have not been paid for by insurance and shallhowever arising, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period combined single limit of not less than six years from Two Million Dollars ($2,000,000.00) as to any one occurrence, which policy or policies shall include Lessor as an additional insured. Lessee further shall require the Effective Time Company's current D&O Insurance company issuing such policy to notify Lessor in writing prior to any cancellation thereof. In the event Lessee fails to keep such insurance in full force and indemnification policy (or effect, Lessor may pay the necessary premiums therefor and the repayment thereof shall be deemed to be a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers part of the Company and its Subsidiaries covered by rental due hereunder payable as such on the Company's D&O Insurance as next date upon which rental becomes due. The procuring of insurance within the Effective Time; provided that Surviving Corporation minimum limits herein set forth shall not be required to spend as an annual premium for such D&O Insurance an amount in excess deemed satisfaction of 300% of Lessee's obligations under Paragraph 9(A) hereof and the annual premium paid for D&O Insurance in effect prior indemnities therein contained shall extend to the date full amount of this Agreement; any claim or liability to which the indemnity relates. C. As long as both of their respective insurers so permit, Lessor and provided further that Surviving Corporation shall nevertheless be obligated to provide such Lessee hereby mutually waive their respective rights of recovery against each other for any damages and losses insured by fire, extended coverage as may be obtained for such amount. The provisions of this Section are intended and other property insurance policies existing for the benefit ofof the respective parties. Each party shall obtain any special endorsements, if required by its insurer, to evidence compliance with the aforementioned waiver. X. Xxxxxx shall maintain throughout the term of this lease a standard form policy of "all risk, extended coverage" casualty insurance of the type and shall be enforceable by, each Indemnified Party and his or her heirs and representativesin an amount equal to the type currently carried on the building.

Indemnification; Insurance. At all times following (a) If the MergerExecutive is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit or proceeding, or appeal therefrom, whether civil, criminal, administrative, investigative or otherwise, because he is or was an officer, director or employee of the Surviving Corporation shall indemnify all present and former directors Company, or officers at the express request of the Company and its Subsidiaries is or was serving, for purposes reasonably understood by him to be for the Company, as a director, officer, partner, employee, agent or trustee ("Indemnified Parties") or in any other capacity of an association, corporation, general or limited partnership, joint venture, trust or other entity), the Company shall indemnify the Executive against any costs or reasonable expenses (including reasonable attorneys' feesfees and disbursements), and any judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") fines and amounts paid in settlement incurred by him in connection with any such claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior appeal therefrom to the Effective Timeextent such expenses, whether asserted or claimed prior tojudgments, at or after fines and amounts paid in settlement were not advanced by the Effective TimeCompany on his behalf pursuant to subsection (b), to the fullest extent permitted by under Delaware law, . The Company shall provide Executive with D&O insurance coverage at least as favorable to Executive as what the extent Company maintains as of the date hereof or such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties greater coverage as the Company may maintain from time to time upon receipt thereafter; provided, however, that in no event shall the Company be required to spend a greater amount on such coverage than it does as of sufficient supporting documentationthe Commencement Date. In addition to his rights hereunder, for if Executive becomes a Director of the Company he shall receive the benefit of any reasonable costs and expenses reasonably incurred by such Indemnified Parties; all rights of indemnity provided to any Company Director pursuant to Company practice, policy, agreement, Bylaws, Certificate of Incorporation or otherwise. (b) Provided that such reimbursement the Executive shall be conditioned upon such Indemnified Parties' agreement promptly first have agreed to return in writing to repay such amounts advanced if a it is determined by an arbitrator or court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition the Executive was not entitled to any rights to which any Indemnified Party may be entitled by reason indemnification, upon the written request of the by-laws or certificate Executive specifying the amount of incorporation of a requested advance and the intended use thereof, the Company shall indemnify Executive for his expenses (including attorneys' fees and disbursements), judgments, fines and amounts paid in settlement incurred by him in connection with such claim, action, suit, proceeding or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.appeal whether

Indemnification; Insurance. At all times following (a) The certificate of incorporation and the Merger, bylaws of the Surviving Corporation (and the organizational documents of each Subsidiary of the Company) shall indemnify contain provisions with respect to indemnification, advancement of expenses and exculpation as are set forth in the Company Certificate and Company Bylaws as in effect at the date hereof (to the extent consistent with applicable Law), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were entitled to indemnification, advancement of expenses or exculpation under the Company Certificate and Company Bylaws (or the applicable organizational documents of the Company’s Subsidiaries) in respect of actions or omissions occurring at or prior to the Effective Time, unless otherwise required by applicable Law (and provided that all rights of indemnification, advancement of expenses and exculpation in respect of any claim asserted or made within such six-year period shall continue until the final disposition of such claim). From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, and cause the Surviving Corporation and the Surviving Corporation’s Subsidiaries to honor, the respective covenants of this Section 6.12. (b) From and after the Effective Time and until the expiration of any applicable statutes of limitation of the underlying claim to which the indemnification relates, Parent shall indemnify, defend and hold harmless the present and former officers directors or officers of the Company and its Subsidiaries ("collectively, together with their respective heirs, executors and administrators, the “Indemnified Parties"Directors and Officers”) against any costs or expenses (including reasonable attorneys' fees), judgments, fines, all losses, claims, damages, penalties expenses (including reasonable attorneys’ fees and including any attorneys’ fees or liabilities (collectivelyother fees incurred to enforce the provisions of this Section 6.12(b)), "Costs") incurred Liabilities or amounts that are paid in settlement of, or otherwise, in connection with any claim, action, suit, proceeding Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance investigative and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights including all appeals thereof to which any Indemnified Party Directors and Officers is or may be entitled become a party to by reason virtue of the by-laws his or certificate of incorporation her service as a present or former director or officer of the Company or any of its Subsidiaries, any contract and/or any and arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at or prior to the Effective Time, in each case to the fullest extent permitted by applicable law. Law. (c) Parent agrees and shall cause the Surviving Corporation will maintain for to agree, and the Company agrees, that all rights to indemnification, exculpation and advancement of expenses now existing in favor of any Indemnified Directors and Officers or any current or former employee of the Company or any of its Subsidiaries (together with their heirs, executors and administrators, and any Indemnified Directors and Officers, the “Indemnified Parties”) as provided in the Company Certificate or the Company Bylaws (or the organizational documents of Company’s Subsidiaries) shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to agree, and the Surviving Corporation agrees, to maintain in effect the indemnification, exculpation and advancement of expenses provisions of the Company Certificate or the Company Bylaws (and the organizational documents of the Company’s Subsidiaries) now in effect and any such indemnification agreements of the Company or any of its Subsidiaries with the Indemnified Parties and not less than to amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of such Indemnified Parties, and all such rights in respect of any action, suit, proceeding or investigation pending or asserted or claim made or threatened within such period shall continue until the final disposition or resolution thereof. (d) Prior to the Effective Time, the Company shall obtain “tail” insurance policies with a claims period of six (6) years from the Effective Time Company's current D&O Insurance with respect to directors’ and indemnification officers’ liability insurance in an amount and scope reasonably comparable to the existing policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and reasonably acceptable to Parent for claims arising from facts or events that occurred on or prior to the Effective Time at a cost that is reasonable and customary for tail insurance policies with its Subsidiaries covered by existing directors’ and officers’ liability policy insurer or an insurer with a comparable insurer financial strength rating as Parent’s existing directors’ and officers’ liability policy insurer (the “D&O Insurance”). The Company shall use commercially reasonable efforts to obtain competitive quotes (from insurance providers with comparable ratings) for such insurance coverage in an effort to reduce the cost thereof and shall use Lockton Companies in obtaining such insurance coverage. The cost of the D&O Insurance shall not exceed 200% of the Company's ’s current annual premium, with credit given for any unearned premium remaining on the current policy. The parties agree that if a claim has been made against the Company’s current D&O Insurance as policy prior to the Closing, a new aggregate limit of liability shall be negotiated in connection with the D&O Insurance. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificate of incorporation, bylaws or other organizational documents of the Effective Time; provided that Surviving Corporation Company and any of the Company’s Subsidiaries or under any other indemnification agreements or under applicable Law. The obligations under this Section 6.12 shall not be required terminated or modified in such a manner as to spend as an annual premium for affect adversely any Indemnified Party to whom this Section 6.12 applies without the consent of such D&O Insurance an amount in excess of 300% of affected Indemnified Party (it being expressly agreed that the annual premium paid for D&O Insurance in effect prior Indemnified Parties to the date of whom this Agreement; Section 6.12 applies and provided further that Surviving Corporation their respective heirs, successors and assigns shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions express third-party beneficiaries of this Section are 6.12). This Section 6.12 shall survive the consummation of the Merger and is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties referred to herein. (f) If the Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each Indemnified Party case, to the extent necessary, proper provision shall be made so that the successors and his assigns of the Parent or her heirs and representativesthe Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.12.

Indemnification; Insurance. At all times following the Merger(a) Soupman agrees and undertakes to defend, the Surviving Corporation shall indemnify all present and former directors or officers save harmless each of the Company MoM and its Subsidiaries ("Indemnified Parties") Xxxxxxxxx X’Xxxx and their respective employees, directors, officers, shareholders, Affiliates, licensees, assigns and agents from and against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, and all claims, damagesdemands, penalties actions and /or proceedings (threatened and/or instituted) or liabilities (collectively, "Costs") incurred liability of any kind arising from or in connection with any claimSoupman products or services; the manufacture, actionlabeling, suitsale, proceeding promotion or investigationdistribution or other exploitation of any Soupman products or services; the Promotional Materials; Soupman’s business and operations; Soupman’s actions or omissions, whether civilSoupman’s breach of this Agreement; any services provided or performed by MoM or Xxxxxxxxx X’Xxxx hereunder; any actual or threatened breach by Soupman of any of its representations, criminalwarranties or agreements hereunder; or any other claims of any kind by a third party resulting from Soupman’s exercise of the rights granted and use of services provided hereunder. (b) MoM agrees to indemnify and hold harmless Soupman for any claims, administrative suits, damages, actions, or investigative, other costs arising out of or pertaining any breach of MoM’s warranties set forth in Section 3.8 above. (c) Soupman shall procure and maintain at its own expense in full force and effect at all times during which Endorsed Products, are being sold, with a responsible insurance carrier acceptable to matters existing or occurring at or prior MoM, a public liability insurance policy including products liability and advertising injury coverage with respect to the Effective TimeEndorsed Products, whether asserted with a limit of liability not less than US$3,000,000. It shall be acceptable if such coverage is provided by a product liability policy and an additional umbrella policy. Such insurance policies shall be written for the benefit of Soupman and MoM and Xxxxxxxxx X’Xxxx and shall provide for at least thirty (30) days prior written notice to said parties of the cancellation or claimed prior to, at or after the Effective Time, to the fullest extent permitted substantial modification thereof. Each of MoM and Xxxxxxxxx X’Xxxx shall be a named insured on each such policy. Such insurance may be obtained by law, to the extent such Costs have not been paid for by insurance and Soupman in conjunction with a policy which covers products other than Products. Soupman shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt reasonable request by MoM, promptly furnish or cause to be furnished to MoM evidence in form and substance satisfactory to MoM of sufficient supporting documentationthe maintenance of the insurance required by the above, for any reasonable costs including, but not limited to, copies of policies, certificates of insurance (with applicable riders and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement endorsements) and proof of premium payments. Nothing contained in this paragraph shall be conditioned upon such Indemnified Parties' agreement promptly deemed to return such amounts if a court limit in any way the indemnification obligations of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesSoupman hereunder.

Indemnification; Insurance. At all times following the Merger, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries ("“Indemnified Parties"”) against any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "“Costs"”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' ’ agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws by­laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's ’s current D&O Insurance directors’ and officers’ liability insurance and fiduciary liability insurance and indemnification policy (or a policy providing substantially similar coverage, including a prepaid “tail” policy) (the "“D&O Insurance"”) for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's ’s D&O Insurance as of the Effective Time; Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; Agreement; and provided further provided, further, that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The Surviving Corporation shall maintain in effect for a period of not less than six years from the Effective Time, in its certificate of incorporation and bylaws, provisions substantially identical to Article X of the certificate of incorporation of the Company and Article VI of the bylaws of the Company, respectively, as currently in effect. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Insurance. At (a) Parent and Merger Sub agree that all times following rights to indemnification for acts or omissions occurring prior to the Merger, Effective Time now existing in favor of the Surviving Corporation shall indemnify all present and current or former directors or officers (the “Indemnified Parties”) of the Company and its Subsidiaries subsidiaries as provided in their respective articles of incorporation or bylaws ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' feessimilar organizational documents), judgmentsshall survive the Offer and the Merger and shall continue in full force and effect in accordance with their terms, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred together with all other indemnification agreements in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification favor of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be that are set forth in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation Section 6.08(a) of the Company or any of its SubsidiariesDisclosure Schedule. To the extent that the Surviving Entity cannot satisfy such indemnity obligations, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than Parent covenants and agrees that it shall assume and if necessary satisfy such obligations. (b) For six years from the Effective Time Time, Parent shall, or shall cause the Surviving Entity to, maintain in effect the Company's ’s current D&O Insurance directors’ and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are officers’ liability insurance covering those directors and officers of the Company and its Subsidiaries who are currently covered by the Company's D&O Insurance ’s directors’ and officers’ liability insurance policy (a copy of which has been heretofore delivered to Parent) (or, in lieu of maintaining such insurance, cause coverage to be provided under any policy maintained for the benefit of Parent or any of its subsidiaries or otherwise obtained by Parent, as long as the terms thereof are no less advantageous to the intended beneficiaries thereof than those of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% Company’s policy, or if substantially equivalent insurance coverage is unavailable, the best available coverage). In lieu of the annual premium paid for D&O Insurance in effect foregoing, Parent may purchase six-year “tail” coverage covering acts or omissions prior to the date Effective Time on substantially similar terms to the existing policy of the Company, or if substantially equivalent insurance coverage is unavailable, the best available coverage. In satisfying its obligations under this Agreement; Section 6.08(b), neither the Surviving Entity nor Parent shall be obligated to pay more than the amount set forth in Section 6.08(b) of the Company Disclosure Schedule. It is understood and provided further that agreed that, in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent or the Surviving Corporation Entity shall nevertheless only be obligated to provide such coverage as may be obtained for such amount. The provisions amount set forth in Section 6.08(b) of the Company Disclosure Schedule. (c) This Section 6.08 shall survive the consummation of the Offer and the Merger, is intended to benefit the Indemnified Parties, each of whom shall have the right, as an express third-party beneficiary, to directly enforce this Section are intended for the benefit of6.08, and shall be enforceable by, each Indemnified Party binding on all successors and his or her heirs assigns of Parent and representativesthe Surviving Entity.

Indemnification; Insurance. At all times following Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold harmless County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the Mergergoverning Board (“County Indemnitees”) harmless from any claims by third parties, demands by third parties, or liability of any kind or nature to third parties, including but not limited to personal injury or property damage directly caused by Contractor’s negligence or willful misconduct or Contractor’s failure to perform services in accordance with the Surviving Corporation shall indemnify all present and former directors or officers terms of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativethis Contract., arising out of from or pertaining to matters existing or occurring at or prior related to the Effective Timeservices, whether asserted products or claimed prior to, at or after the Effective Time, other performance provided by Contractor pursuant to the fullest extent permitted this Contract. If judgment is entered against Contractor and County by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall ultimately determine that indemnification request a jury apportionment. General ContractInsurance Provisions with Professional Liability Contractor may elect to self-insure or maintain commercial policy deductibles provided such self-insurance or deductibles meet or exceed all provisions of such Indemnified Parties is prohibited by applicable lawthe INDEMNIFICATION and INSURANCE sections of this Contract throughout the term of this Contract and are in a form acceptable to County Risk Manager. The foregoing rights shall be If Contractor elects to self-insure and/or maintain deductibles for this Contract, in addition to and without limitation of any rights other provision of this Contract, Contractor agrees to all of the following: A. To the extent specified in Section P (Indemnification) the duty to defend the County of Orange from any liability claim or suit to which this Contract applies, is broader than Contractor's duty to indemnify; and B. To the extent specified in Section P (Indemnification) Contractor shall have the right and duty to defend the County of Orange from any Indemnified Party may be entitled by reason and all liability claims or suits if there is any potential for indemnity under this Contract on any conceivable theory; and C. The provisions of the by-laws or certificate of incorporation of the Company or California Civil Code, Section 2860 shall apply to any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries action which is covered by the Company's D&O Insurance duty to defend in this Contract and said provisions shall be interpreted as though Contractor was an insurer and the County of Orange was the Effective Time; provided insured. Contractor shall provide statement of self-insurance and/or proof of commercial policies to County before Contract effective date. Contractor shall notify the County in writing 30 days in advance of cancellation of self-insurance or commercial policies. Contractor agrees to provide coverage to the County from the first dollar of loss. Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor’s expense and to deposit with the County Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that Surviving Corporation the insurance provisions of this Contract have been complied with and to keep such insurance coverage and the certificates therefore on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall not be obtain insurance subject to the same terms and conditions as set forth herein for Contractor. All insurance policies required to spend as an annual premium for such D&O Insurance by this Contract shall declare any deductible or self-insured retention (SIR) in an amount in excess of 300% $25,000 ($5,000 for automobile liability), which shall specifically be approved by the County Executive Office (CEO)/Office of the annual premium paid Risk Management. Contractor shall be responsible for D&O Insurance in effect prior reimbursement of any deductible to the date insurer. Any self-insured retentions (SIRs) or deductibles shall be clearly stated on the Certificate of Insurance. If the Contractor fails to maintain insurance acceptable to the County for the full term of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as Contract, the County may be obtained for such amount. The provisions of terminate this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesContract.

Indemnification; Insurance. At 12.1 The Company agrees to defend, indemnify and hold Ovamed harmless from and against all times following the Mergerliability, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claimsdemands, damages, penalties including without limitation, expenses or liabilities losses including death, personal injury, illness or property damage arising directly or indirectly: (collectively, "Costs"a) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of use by the Company or pertaining its transferees of inventions licensed or information furnished under this Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not the result of Licensor’s breach of any representation or warranty, negligence or willful misconduct. 12.2 Beginning at the time as any such product, process or service is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by the Company its Affiliate, or a Company Sublicensee, the Company shall, at its sole cost and expense procure and maintain comprehensive general liability insurance in amounts not less than $[*******] per incident and $[*******] annual aggregate and naming UIRF as an additional insured. During clinical trials of any such product, process or service the Company shall, at its sole cost and expense, procure and maintain comprehensive general liability insurance in such equal or lesser amounts as required by the License Agreement, naming UIRF as an additional insured. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) liability coverage consistent with the Company’s indemnification obligations under this Agreement. If the Company elects to matters existing self-insure all or occurring part of the limits described above (including deductibles or retentions which are in excess of $[*******] annual aggregate) such self-insurance program must be acceptable to UIRF. The minimum amounts of insurance coverage required shall not be construed to create a limit of the Company’s liability with respect to its indemnification under this Agreement. 12.3 The Company shall provide Ovamed and/or UIRF (at or the Company’s option) with written evidence of such insurance upon request of Ovamed. The Company shall provide Ovamed and/or UIRF (at the Company’s option) with written notice at least [*******] days prior to the Effective Timecancellation, whether asserted non-renewal or claimed prior material change in such insurance; if the Company does not obtain replacement insurance providing comparable coverage within such [*******] day period, the Company shall have the right to terminate this Agreement effective at the end of such [*******] day period upon written notice. 12.4 The Company shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process, or service, relating to, at or after the Effective Timedeveloped pursuant to, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification this Agreement is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws being commercially distributed or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered sold by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, its Affiliate or a Company Sublicensee, and (ii) a reasonable period after the period referred to in (i) above which in no event shall be enforceable by, each Indemnified Party and his or her heirs and representativesless than [*******] years.

Indemnification; Insurance. At all times following the Merger8.1 Subtenant shall indemnify, the Surviving Corporation shall indemnify all present defend (by counsel acceptable to Sublandlord) and former directors or officers of the Company and its Subsidiaries ("Indemnified Parties") hold Sublandlord harmless against any costs or expenses (including reasonable attorneys' fees), judgments, finesand all claims, losses, claims, damages, penalties liabilities and expenses arising from Subtenant's use or liabilities occupancy of the Subleased Premises and/or other portions of the Building, including without limitation, the parking areas, or arising from any acts, omissions, neglect or fault of Subtenant or Subtenant's agents, employees, or invitees, or arising from Subtenant's failure to comply with the terms, covenants and/or conditions of this sublease, the Lease and/or any laws, statutes, ordinances, codes or regulations of any regulatory, governmental or quais-government local, state or federal authority. Sublandlords shall not be liable to Subtenant for any damages, losses or injures to the persons or property of Subtenant, except when arising from the gross negligence of Sublandlord, its agents or employees. All personal property placed or moved into the Subleased Premises or Building shall be at the risk of Subtenant or the owner thereof, and Sublandlord shall not be liable to Subtenant for any damage to said personal property. In the event Sublandlord shall be made a party to any litigation commenced against Subtenant. Subtenant shall save, indemnify, defend (collectively, "Costs"by counsel acceptable to Sublandlord) incurred and hold Sublandlord harmless in connection with such litigation and any claimappeal thereof. 8.2 Subtenant shall carry commercial general liability insurance, actionincluding blanket contractual liability and automotive liability, suitand "All Risk" property insurance insuring the Subleased Premises against damage or destruction due to risk including fire, proceeding vandalism, malicious mischief, flood, earthquake, insuring Subtenant, Sublandlord and Landlord against any claims in reasonable amounts and upon terms and conditions as approved by Sublandlord but in no event with amounts lower than the greater of those required in the Lease, and Subtenant worker's compensation insurance with at least statutory minimum required limits, and in no event without an endorsement on all such policies that insurer shall provide at least thirty (30) days prior written notice to Sublandlord of change in terms of insurance or investigationcancellation thereof, whether civilwhich shall be written by good and solvent insurance companies of recognize responsibility, criminallicensed to do business in the state where the Sublease Premises is located and acceptable to Sublandlord. Subtenant shall include Sublandlord and Landlord as "additional insureds" on all liability policies required to be maintained by Subtenant, administrative shall provide for a waiver of suborgation against Sublandlord and Landlord on all casualty policies required to be maintained by Subtenant, shall provide Sublandlord with duplicate originals of all policies and endorsements or investigativea certificate thereof, arising out and shall provide Sublandlord notices and other documents provided to Landlord in satisfaction of or pertaining to matters existing or occurring the requirements of the Lease at or prior such times as the same are provided to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable lawLandlord. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time CompanySubtenant's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation liability shall not be required limited by the amount of insurance coverage to spend as an annual premium for such D&O Insurance an amount be maintained by Subtenant hereunder. Subtenant shall look solely to Sublandlord's leasehold interest in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended Subleased Premises for the benefit ofsatisfaction of any monetary remedies obtained by Subtenant against Sublandlord, and no other property or assets of Sublandlord or its partners, principals, subsidiaries or parent companies, disclosed or undisclosed, shall be enforceable bysubject to levy, each Indemnified Party and his execution or her heirs and representativesother enforcement procedure for the satisfaction of Subtenant's remedies.

Indemnification; Insurance. At all times following (a) For a period of three years from the MergerEffective Time, the Surviving Corporation Corporation, shall indemnify all present and former directors maintain in its Bylaws the provisions with respect to indemnification set forth in the Company’s Bylaws as in effect on the date hereof, which provisions shall not be amended, repealed or officers otherwise modified for such a period in any manner that would adversely affect the rights thereunder of persons who at the Effective Time were directors, officers, employees or agents of the Company (such persons being third-party beneficiaries of this Section 7.07) with respect to actions and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after unless such modification is required by law. (b) For a period of three years from the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will shall use its commercially reasonable efforts to maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance in effect directors’ and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all officers’ liability insurance covering those persons who are directors and officers of the Company and its Subsidiaries currently covered by the Company's ’s directors’ and officers’ liability insurance policy with respect to actions and omissions occurring prior to the Effective Time on terms no less favorable than the terms of such current insurance coverage. The Surviving Corporation may provide such coverage through ProAssurance’s directors and officers’ liability insurance policy, provided such policy provides substantially the same coverage as the terms of the Company’s current insurance coverage. Notwithstanding the foregoing, if the directors’ and officers’ liability insurance referred to in this Section 7.07(b) is unavailable for the Maximum D&O Insurance Premium (as defined below), the Surviving Corporation shall obtain as much insurance as can be obtained for a premium not in excess (on an annualized basis) of the Maximum D&O Premium. The Company will give to any director and officer covered by this Section 7.07, 30 days prior written notice of any reduction on coverage or cancellation of the directors’ and officers’ liability insurance referred to in this Section 7.07(b). For purposes of this Section 7.07(b), the “Maximum D&O Premium” shall be an amount not greater than 150% of the premium paid by the Company (on an annualized basis) for directors’ and officers’ liability insurance during the period from May 24, 2002 to the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Insurance. At To the extent permitted under Florida Statutes the Contractor shall indemnify, defend, and hold harmless the City, its representatives, employees and elected and appointed officials, from and against all times following the Mergerclaims, the Surviving Corporation shall indemnify all present and former directors or officers cause, demands, legal fees, cost of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, finesaction, losses, claimsdamages or other expenses occasioned by any negligent act, damagesconduct, penalties error or liabilities omission by the City, or its agents, employees or subcontractors, in the performance of this contract, or occasioned wholly or in part by any negligent act, conduct, error or omission by the Contractor, or its agents, employees or subcontractors, in the performance of this contract. As consideration for this indemnity provision the Contractor shall be paid the sum of ten dollars (collectively$10.00), "Costs") incurred in connection with any claimwhich will be added to the contract price, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or and paid prior to commencement of work. The Contractor shall, on a primary basis and at its sole expense, agree to maintain in full force and effect at all times during the Effective Timelife of this contract, whether asserted insurance coverages, limits, including endorsements, as described herein. The requirements contained herein, as well as City's review or claimed prior toacceptance of insurance maintained by Contractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Contractor under the contract. The Contractor shall carry or require that there be carried Workers’ Compensation Insurance and Employers’ Liability coverage in accordance with Florida Statute Chapter 440. The Contractor shall maintain, during the lifetime of this contract, at or after the Effective Timehis/her own expense, to the fullest extent permitted by law, to the extent such Costs have not been paid insurance coverage for by insurance and shall, in connection public liability with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period limits of not less than six years $1,000,000 per claim and $2,000,000 per occurrence. Coverage shall include Premises and/or Operations, Independent Contractors, Products and/or Completed Operations, Contractual Liability, and Broad Form Property Damage Endorsements, Pollution/Hazardous Material Endorsements. Coverage for hazards of explosion, collapse, and underground Property damage (XCU) must also be included when applicable to the work to be performed. A Business Auto Policy or similar form shall have minimum limits of $500,000 per Occurrence Combined Single Limit for Bodily Injury and Property Damage Liability. This shall include all owned, hired, and non-owned vehicles. All insurance policies shall be issued from a company or companies duly licensed by the Effective Time Company's current D&O State of Florida. All policies shall be on an occurrence-made basis; the City shall not accept claims-made policies. Except as to Workers' Compensation and Employers' Liability, said Certificate(s) shall clearly state that coverage required by the contract has been endorsed to include the City of Port St. Xxxxx, a political subdivision of the State of Florida, its officers, agents and employees as Additional Insured with a CG 2026- Designated Person or Organization endorsement, or similar endorsement, to its' Commercial General Liability. The name for the Additional Insured endorsement issued by the insurer shall read "City of Port St. Xxxxx, political subdivision of the State of Florida, its officers, employees and agents and shall include the Contract and Bid number. The Certificate of Insurance shall unequivocally provide thirty - (30) days’ written notice to the City prior to any adverse changes, cancellation, or non-renewal of coverage there under. Said liability insurance must be acceptable by and indemnification policy approved by the City as to form and types of coverage. In the event that the statutory liability of the City is amended during the term of this agreement to exceed the above limits, the Selected Proposer shall be required, upon thirty - (30) days written notice by the City, to provide coverage at least equal to the amended statutory limit of liability of the City. Selected Proposer shall agree by entering into the contract to a Waiver of Subrogation for each required policy. When required by the insurer, or should a policy providing substantially similar coverage) (condition not permit an Insured to enter into a pre-loss agreement to waive subrogation without an endorsement then Proposer shall agree to notify the "D&O Insurance") for all persons who are directors insurer and officers request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should Proposer enter into such an agreement on a pre-loss basis. It shall be the responsibility of the Company Selected Proposer to insure that all subcontractors comply with the same insurance requirements referenced above. All deductible amounts shall be paid for and its Subsidiaries covered by be the Company's D&O Insurance as responsibility of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium Contractor and/or any subcontractor for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of any and all claims under this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativescontract.

Indemnification; Insurance. At all times following the Merger, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries ("“Indemnified Parties"”) against any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "“Costs"”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties Parties, from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' ’ agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation or bylaws of the Company or any of its Subsidiaries, any contract and/or any applicable law. The Surviving Corporation will maintain maintain, for a period of not less than six years from the Effective Time Time, the Company's ’s current D&O Insurance directors’ and officers’ liability insurance and fiduciary liability insurance and indemnification policy (or a policy providing substantially similar coverage, including a prepaid “tail” policy) (the "“D&O Insurance"”) for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's ’s D&O Insurance as of the Effective Time; , provided that in no event shall the Surviving Corporation shall not be required to spend as an pay annual premium for such D&O Insurance an amount coverage in excess of 300% of the last annual premium paid for D&O Insurance in effect by the Company prior to the date of this Agreement; and provided further that hereof. The Surviving Corporation shall nevertheless be obligated maintain in effect for a period of not less than six years from the Effective Time, in its certificate of incorporation and bylaws, provisions substantially identical to provide such coverage Article VIII of the certificate of incorporation of the Company and Article VII of the bylaws of the Company, respectively, as may be obtained for such amountcurrently in effect. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Insurance. At all times following The Company shall not alter, in any manner adverse to the MergerInvestor Designees, any rights to indemnification and exculpation from liabilities currently afforded to members of the Board of Directors pursuant to the Charter, the Surviving Corporation Bylaws or any indemnification agreement, in each case, as in effect as of the Effective Time. The Company shall indemnify all present use commercially reasonable efforts to continue to maintain in effect directors’ and former directors or officers officers’ liability insurance and fiduciary liability insurance with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable, in the aggregate, to the insureds as provided in the Company’s existing policies as of the Effective Time. The Company hereby acknowledges that certain Investor Designees may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and its Subsidiaries subsidiaries ("Indemnified Parties"collectively, the “Indemnitors”). The Company hereby agrees that, with respect to an action, suit or proceeding brought against an Investor Designee by reason of the fact that such Investor Designee is or was a director of the Company (a) against the Company and its subsidiaries are the indemnitor of first resort (i.e., their obligations to the Investor Designees are primary and any costs obligation of the Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Investor Designee are secondary), (including reasonable attorneys' fees)b) the Company and its subsidiaries shall be required to advance the full amount of expenses incurred by any Investor Designee and shall be liable for the full amount of all expenses, judgments, finespenalties, lossesfines and amounts paid in settlement, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by laweach case, to the extent such Costs have not been paid for legally permitted and as required by insurance the terms of this Agreement, the Charter, the Bylaws, and shallcertificate of incorporation, in connection with defending against certificate of formation, bylaws, limited partnership agreement or limited liability company agreement or comparable organizational documents of any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws Company’s subsidiaries (or certificate of incorporation of any other agreement between the Company or any of its Subsidiariessubsidiaries and any such Investor Designee related to indemnification), without regard to any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from rights such Investor Designee may have against the Effective Time Company's current D&O Insurance and indemnification policy Indemnitors, and, (or a policy providing substantially similar coveragec) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered subsidiaries irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by an Indemnitor on behalf of an Investor Designee with respect to any claim for which such Investor Designee has sought indemnification from the Company's D&O Insurance as Company or its subsidiaries shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for rights of recovery of such D&O Insurance an amount in excess of 300% of Investor Designee against the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; Company and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesits subsidiaries.

Indemnification; Insurance. At all times following the Merger, the Surviving Corporation 6.1 Licensor shall indemnify all present and former hold Licensee, Licensee’s sublicensees hereunder, and their respective officers, directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities shareholders (collectively, "Costs"the “Licensee Indemnitees”) harmless from and against any and all loss, damage, claim, obligation, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and costs and expenses incurred in connection with investigating, preparing, defending against or prosecuting any litigation, claim, action, suit, proceeding or investigationdemand), whether civilof any kind or character (“Losses”) resulting from: (a) any breach by Licensor of this License Agreement, criminalincluding but not limited to any breach of Licensor’s representations and warranties made in Section 5 hereof, administrative provided that any such claim for indemnification for breach of representation or investigative, arising out of or pertaining to matters existing or occurring at or warranty must be instituted by Licensee prior to the Effective Time, whether asserted or claimed prior to, at or after second (2nd) anniversary of the Effective TimeDate; or (b) the practice or use by Licensor or its licensees (other than Licensee or its sublicense(s)) of any of the Licensed Technology outside the Field of Use, including without limitation, advertising injury, personal injury, product liability, medical malpractice or loss or damage to the fullest extent permitted by lawmedical or other data, except to the extent such Costs have not been paid Losses result from any acts of Licensee for by insurance which Licensor is entitled to indemnification under Section 6.2. 6.2 Licensee shall indemnify and shallhold Licensor, in connection with defending Licensor’s officers, managers and shareholders (the “Licensor Indemnitees”) harmless from and against any action and all Losses resulting from (a) any breach by Licensee of this Licensee Agreement, including but not limited to any Unauthorized Activity; and (b) the Practice of any Licensed Technology by Licensee or its sublicensee(s) including, without limitation, advertising injury, personal injury, product liability, medical malpractice, or loss or damage to medical or other data, except to the extent such Losses result from any acts of Licensor for which Licensee is entitled to indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of under Section 6.1. 6.3 During the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date term of this Agreement; , Licensee shall maintain product liability insurance in reasonable amounts and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage the extent available and name Licensor as may be obtained for such amount. The provisions of this Section are intended for the benefit of, additional insured if Licensee can reasonably do so and shall be enforceable by, each Indemnified Party and his or her heirs and representativeswithout incurring additional premium.

Indemnification; Insurance. At (a) The Company hereby agrees to defend and indemnify the Municipality, its officers, boards, commissions, agents and employees for, and hold it harmless from, all times following the Mergerliability, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any claims, demands, judgments, damages, costs or expenses (including reasonable attorneys' fees)arising from claims of injury to persons or damage to property occasioned by reason of any negligent conduct undertaken by the Company, judgmentsits employees or agents in the construction, finesinstallation, lossesrepair, claimsextension, damagesmaintenance, penalties operation or liabilities (collectivelyremoval of the Cable Television System and any wires, "Costs") incurred poles or other equipment of any kind of character used in connection with any claimthe operation of the Cable Television System, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out otherwise conducting this Franchise. (b) The Company shall as of or pertaining to matters existing or occurring at or prior the Effective Date of this Franchise furnish to the Effective Time, whether asserted Municipality evidence of a liability insurance policy or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shallpolicies, in connection with defending against any action the form of a certificate of insurance naming the Municipality as an additional insured, on a primary and non-contributory basis for the Municipality, its Boards, employees and volunteers which indemnification is available hereunderpolicy or policies or replacements thereof shall remain in effect throughout the term of this Franchise at the cost and expense of the Company. All policies naming the Municipality shall be from an A.M. Best rated A- insurer, promptly reimburse such Indemnified Parties from time authorized to time upon receipt of sufficient supporting documentation, conduct business in New York State. (c) The Company agrees to indemnify the Municipality for any reasonable costs applicable deductibles. (d) Said policy and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights replacements shall be in addition the amounts at least as follows: Workers’ Compensation Statutory Limits for all employees Commercial General Liability $1,000,000 per occurrence $2,000,000 General Aggregate Auto Liability including coverage on all $1,000,000 per occurrence owned, non-owned & hired autos Combined Single Limit (C.S.L.) Umbrella Liability $3,000,000 per occurrence and aggregate (e) The insurance coverage hereinabove referred to any rights to which any Indemnified Party may be entitled by reason of the by-laws included in one or certificate of incorporation more policies covering other risks of the Company or any of its Subsidiariesaffiliates, any contract and/or any applicable lawsubsidiaries or assigns. Surviving Corporation will maintain for a period Certificates of not less than six years from Insurance shall be provided to the Effective Time Company's current D&O Insurance and indemnification policy Municipality within thirty (or a policy providing substantially similar coverage30) (the "D&O Insurance") for all persons who are directors and officers days of the Company and its Subsidiaries covered by the Company's D&O Insurance as execution of this Agreement. The failure of the Effective Time; provided that Surviving Corporation Municipality to object to the contents of the certificate or the absence of same shall not be deemed a waiver of any and all rights held by the Municipality. However, the Company’s level of indemnification, hold harmless and/or liability to the Municipality shall not be limited by such insurance policies or the level of such coverage. (f) Company shall not cancel any required insurance policy without submitting documentation to spend as the Municipality verifying that the Company has obtained alternative insurance in conformance with this Agreement. (g) Notwithstanding any provision contained within this Franchise, the Municipality and Company hereby expressly agree that the Company shall not be liable for an annual premium for such D&O Insurance an amount shall not indemnify the Municipality in excess any manner and in any degree whatsoever from and against any action, demand, claims, losses, liabilities, suits or proceedings arising out of 300% or related to the negligent or intentional wrongdoing of the annual premium paid for D&O Insurance in effect prior to the date Municipality or any of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit ofits employees, and shall be enforceable by, each Indemnified Party and his agents or her heirs and representativesofficers.

Indemnification; Insurance. At all times following the Merger12.01. Licensee shall release, the Surviving Corporation shall defend, hold harmless and indemnify all present and former directors or officers of the Company Licensor and its Subsidiaries ("Indemnified Parties") agents from and against any claims, demands, causes of action, judgments, settlements, fines or other costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties ) which Licensor may incur or liabilities (collectively, "Costs") incurred be obligated to pay or for which it may become liable or be compelled to pay in connection with any claim, action, suit, claim or proceeding or investigation, whether civil, criminal, administrative or investigative, against it arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time CompanyLicensee's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date performance of this Agreement; , including without limitation on account of any alleged defect in any Licensed Article produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Article by Licensee in violation of any Law. Licensor shall give Licensee prompt notice of any such claim or suit. Notwithstanding the foregoing, Licensor may elect to take sole control of such proceedings and provided further that Surviving Corporation shall nevertheless settlements thereof, at Licensee's expense, if (a) the same would be obligated reasonably likely to provide such coverage as may adversely affect the Licensed Marks and (b) an adverse result would be obtained for such amountreasonably likely to irreparably damage Licensor's goodwill. The provisions of this Section paragraph and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement. 12.02. Licensor shall release, defend, hold harmless and indemnify Licensee from any claims, demands, causes of action, judgments, settlements, fines or other costs (including reasonable attorneys' fees) arising solely out of a third-party claim concerning the use by Licensee of the Licensed Marks as authorized in this Agreement in any jurisdiction included within the purview of trademark registration in the United States; provided, however that Licensor's liability to Licensee shall be limited to the amount of royalties paid by Licensee to Licensor during the pendency of said claim or suit. Licensee shall give Licensor prompt notice of any such claim or suit. Licensor shall have the right to undertake and conduct the defense of any suit so brought through counsel of Licensor's choice. 12.03. At all times during which Licensed Articles are intended for the benefit ofbeing sold, Licensee shall, at its own expense, procure and maintain in full force and effect with a responsible insurance carrier reasonably acceptable to Licensor a public liability insurance policy including products liability coverage with respect to Licensed Articles, as well as contractual liability coverage with respect to this Agreement, with a limit of liability of not less than $10,000,000. Said insurance policy shall include Licensor as an additional insured and shall provide for at least sixty (60) days prior written notice to Licensor of the cancellation or substantial modification thereof. Such insurance may be enforceable byobtained by Licensee in conjunction with a policy of liability insurance which covers products other than Licensed Articles, each Indemnified Party including any such policies currently owned by Licensee. Without limiting the generality of the foregoing, Licensee's policies of casualty insurance shall provide that the insurance carrier may take no action with respect to Licensed Articles or the Licensed Marks if such action would constitute a breach by Licensee of any of the provisions of this Agreement. Licensee shall deliver a certificate of such insurance to Licensor promptly following complete execution of this Agreement and his annually thereafter shall furnish to Licensor evidence of the maintenance of said insurance policy. Nothing contained in this paragraph 12.03 shall be deemed to limit, circumscribe or her heirs and representativesaffect in any way the indemnification provisions of paragraph 12.01 above.

Indemnification; Insurance. At all times following the Merger, (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall indemnify all present will contain the provisions with respect to indemnification and former elimination of liability for monetary damages set forth in the Certificate of Incorporation and Bylaws of the Company, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, on or prior to the date hereof or at any time from the date hereof to the Effective Time, were directors or officers of the Company, unless such modification is required by law. The Surviving Corporation shall, and Thermo Electron will cause the Surviving Corporation to, fulfill and honor in all respects the indemnification obligations of the Company pursuant to the provisions of the Certificate of Incorporation and its Subsidiaries the Bylaws of the Company as in effect on the date of this Agreement. (b) For a period of six (6) years after the Effective Time, Thermo Electron shall cause the Surviving Corporation to, either directly or through participation in Thermo Electron's umbrella policy, maintain in effect a directors' and officers' liability insurance policy covering those Company directors and officers currently covered by Thermo Electron's liability insurance policy with coverage no less favorable in amount and scope than existing coverage for such Company directors and officers (which coverage may be an endorsement extending the period in which claims may be made under such existing policy); provided, however, that in no event shall the Surviving Corporation be required to expend to maintain or procure insurance coverage pursuant to this Section 5.10, directly or through participation in Thermo Electron's policy, an amount per annum in excess of 175% of the current annual premiums, as adjusted for inflation each year, allocable and payable by the Company (the "Indemnified PartiesMaximum Premium") with respect to such insurance, or, if the cost of such insurance exceeds the Maximum Premium, the maximum amount of coverage that can be purchased or maintained for the Maximum Premium. (c) The Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless each of Xxxxxxx X. Xxxxxxx and X. XxxXxxxxxxx Xxxxx (collectively, the "Outside Directors") against any all costs or and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in the Outside Directors' capacity as directors (including, without limitation, as members of the Special Committee) or fiduciaries of the Company (including, without limitation, in connection with the transactions contemplated by this Agreement) occurring on, before or after the Effective Time (or, if this Agreement is terminated without the Merger becoming effective, occurring on, before or after the date of such termination), until the expiration of the statute of limitations relating thereto (and shall pay any expenses in advance of the final disposition of such action or proceeding to the Outside Directors to the fullest extent permitted under applicable law, upon receipt from the Outside Directors of an undertaking (which need not be secured or subject to a bond or other requirement) to repay any advanced expenses if it shall ultimately be determined that the Outside Directors are not entitled to be indemnified against such expenses). If the Merger becomes effective, Thermo Electron shall be jointly and severally responsible, to the fullest extent permitted by applicable law (it being understood that applicable law may permit Thermo Electron to indemnify or advance expenses to the Outside Directors under circumstances in which the Company could not do so), for the indemnification and advancement of expenses obligations provided for in the first sentence of this Section 5.10(c). If the Merger does not become effective, Thermo Electron shall have the same responsibilities set forth in the immediately preceding sentence, except that Thermo Electron shall have no responsibility for indemnifying or advancing expenses to the Outside Directors with respect to matters existing that do not arise out of or occurring pertain to the work of the Special Committee, this Agreement or the transactions contemplated hereby. In the event of any claim, action, suit, proceeding or investigation covered by this Section 5.10(c), (i) the Company, Thermo Electron and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Outside Directors, promptly after statements therefor are received, and (ii) the Company, Thermo Electron and the Surviving Corporation shall cooperate in the defense of any such matter; provided, however, that neither the Company nor Thermo Electron nor the Surviving Corporation shall be liable for any settlement effected without Thermo Electron's prior written consent (such consent not to be unreasonably withheld or delayed); and provided, further, that, in the event any claim for indemnification is asserted or made within the period prior to the expiration of the applicable statute of limitations, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. In connection with Thermo Electron or the Surviving Corporation making any payment or advancing any funds pursuant to this Section 5.10(c), Thermo Electron or the Surviving Corporation, as the case may be, shall be entitled to require the Outside Directors to use commercially reasonable efforts, at the cost and expense of Thermo Electron and the Surviving Corporation, to cause Thermo Electron or the Surviving Corporation, as the case may be, to be subrogated to the Outside Directors' rights under any insurance coverage maintained by the Surviving Corporation, Thermo Electron or any of their respective affiliates with respect to the underlying subject matter of, and to the extent of, such payment or advance. (d) In the event the Company, Thermo Electron or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties or assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company, Thermo Electron and the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.10. (e) This Section 5.10 shall survive the Effective Time for a period of six (6) years and is intended to benefit the Company, the Surviving Corporation and those individuals who, at or prior to the Effective Time, whether asserted were directors or claimed prior to, at or after officers of the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance Company and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt their respective heirs and representatives (each of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement whom shall be conditioned upon such Indemnified Parties' agreement promptly entitled to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights enforce this Section 5.10 against Thermo Electron or the Surviving Corporation) and shall be binding on all successors and assigns of Thermo Electron and the Surviving Corporation. (f) The rights of the officers and directors of the Company (including, without limitation, the Outside Directors) under this Section 5.10 are in addition to any rights to which of such persons under separate indemnification agreements any Indemnified Party such persons may be entitled by reason have with the Company and/or Thermo Electron, under the Certificate of the by-laws Incorporation or certificate of incorporation Bylaws of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (Thermo Electron or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesotherwise.

Indemnification; Insurance. At 12.1 The Company agrees to defend, indemnify and hold Ovamed harmless from and against all times following the Mergerliability, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claimsdemands, damages, penalties including without limitation, expenses or liabilities losses including death, personal injury, illness or property damage arising directly or indirectly: (collectively, "Costs"a) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of use by the Company or pertaining its transferees of inventions licensed or information furnished under this Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not the result of Licensor’s breach of any representation or warranty, negligence or willful misconduct. 12.2 Beginning at the time as any such product, process or service is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by the Company its Affiliate, or a Company Sublicensee, the Company shall, at its sole cost and expense procure and maintain comprehensive general liability insurance in amounts not less than $[*******] per incident and $[*******] annual aggregate and naming UIRF as an additional insured. During clinical trials of any such product, process or service the Company shall, at its sole cost and expense, procure and maintain comprehensive general liability insurance in such equal or lesser amounts as required by the License Agreement, naming UIRF as an additional insured. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) liability coverage consistent with the Company’s indemnification obligations under this Agreement. If the Company elects to matters existing self-insure all or occurring part of the limits described above (including deductibles or retentions which are in excess of $[*******] annual aggregate) such self-insurance program must be acceptable to UIRF. The minimum amounts of insurance coverage required shall not be construed to create a limit of the Company’s liability with respect to its indemnification under this Agreement. 12.3 The Company shall provide Ovamed and/or UIRF (at or the Company’s option) with written evidence of such insurance upon request of Ovamed. The Company shall provide Ovamed and/or UIRF (at the Company’s option) with written notice at least [*******] prior to the Effective Timecancellation, whether asserted non-renewal or claimed prior material change in such insurance; if the Company does not obtain replacement insurance providing comparable coverage within such [*******] period, the Company shall have the right to terminate this Agreement effective at the end of such [*******] period upon written notice. 12.4 The Company shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process, or service, relating to, at or after the Effective Timedeveloped pursuant to, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification this Agreement is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws being commercially distributed or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered sold by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, its Affiliate or a Company Sublicensee, and (ii) a reasonable period after the period referred to in (i) above which in no event shall be enforceable by, each Indemnified Party and his or her heirs and representativesless than [*******].

Indemnification; Insurance. At all times following the Merger(a) Licensee, the Surviving Corporation at its expense, shall defend and indemnify all present and former directors or officers of the Company save and its Subsidiaries ("Indemnified Parties") hold Licensor harmless from and against any costs or expenses (including reasonable attorneys' fees), judgments, fines, lossesand all liabilities, claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, causes of action, suitsuits, proceeding damages and expenses, including reasonable attorney's fees and expenses, which Licensor becomes liable for, or investigation, whether civil, criminal, administrative may incur or investigative, arising out of or pertaining be compelled to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled pay by reason of the by-laws acts, whether of omission or certificate of incorporation of the Company commission, that may be committed or suffered by Licensee or any of its Subsidiariespartners, servants, agents, contractors, consultants, advisors, employees or affiliates in connection with Licensee's performance of this Agreement or in connection with the Licensed Products (other than Licensed Products acquired from Licensor or its affiliates) manufactured, distributed, sold, displayed, advertised or promoted by Licensee, irrespective of whether any contract and/or prior approvals shall have been given by Licensor with respect thereto. The indemnification shall not apply to any applicable law. Surviving Corporation will maintain for claims initiated because of an act or omission by Licensor or to any trademark infringement action brought by a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (third party against Licensee or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered Licensor, provided that Licensee has abided by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date terms of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for 12 (a) shall survive the benefit oftermination of this Agreement. (b) Licensee agrees to obtain and keep in full force and effect, during the term of this Agreement at its sole cost and expense, policies of insurance insuring against those risks customarily insured under general liability policies, including, but not limited to, "product liability" and "completed operations". Such policies of insurance shall have endorsements or coverage with combined single limits of not less than one million dollars ($1,000,000) and shall name the Licensor as an additional insured thereunder. Licensee shall notify Licensor within thirty (30) days of Licensee’s receipt of any notice of cancellation. It is also agreed that the "other insurance" clause, if any, will be deleted from such policy, that the insurance under such policy shall be primary, and that other insurance in force is neither primary nor contributing. (c) Licensee shall be enforceable byprovide to Licensor, each Indemnified Party and his within thirty (30) days of the effective date of this Agreement, a certificate showing proof that such policies of insurance are in effect. (d) Licensee shall give Licensor thirty (30) days' prior written notice of any reduction in limits or her heirs and representativestermination of such policies of insurance, or of any intention on the part of Licensee not to pay the premiums thereof.

Indemnification; Insurance. At 10.1 COMPANY shall indemnify, defend and hold SKI/MEMORIAL, and their affiliate corporation Memorial Xxxxx-Xxxxxxxxx Cancer Center harmless from and against all times following the Mergerclaims, causes of action, suits, damages and costs arising out of, resulting from, or otherwise in respect of, the Surviving Corporation manufacture and/or use of Actinium-225 or 225Ac-M195 by COMPANY'S staff or agents, except where such claims, causes of action, suits, damages and costs are the result of noncompliance with the Study Protocol or are the result of gross negligence or willful misconduct by SKI/MEMORIAL, its investigators, staff, or agents. COMPANY shall indemnify have no obligation to indemnify, defend or hold SKI/MEMORIAL and their affiliate corporation, Memorial Xxxxx-Xxxxxxxxx Cancer Center, harmless from and against all present claims, causes of action, suits, damages and former directors costs arising directly from a failure by SKIJME.MORIAL, its staff or officers agents to : (i) comply with any applicable FDA or other governmental requirement; (ii) adhere to the terms of the Company Protocol. Furthermore, COMPANY shall indemnify, defend and its Subsidiaries ("Indemnified Parties") hold SKI/MEMORIAL, and their affiliate corporation Memorial Xxxxx-Xxxxxxxxx Cancer Center harmless from and against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, all claims, damages, penalties or liabilities (collectively, "Costs") incurred in connection with any claim, causes of action, suitsuits, proceeding or investigation, whether civil, criminal, administrative or investigative, damages and costs arising out of COMPANY'S use of the report or pertaining to matters existing data of the Study. 10.2 SKI/MEMORIAL shall indemnify, defend or occurring at hold COMPANY harmless from and against all claims, causes of action, suits, damages and costs arising directly from a failure by SKI/MEMORIAL, its staff or prior agents to: (1) comply with any applicable FDA or other governmental requirement; (ii) adhere to the Effective Timeterms of the Protocol, whether asserted except to the extend that such claims arise out of COMPANY'S gross negligence or claimed prior towillful misconduct. 10.3 As a condition to a party's right to indemnification hereunder, at or the claiming party must inform the other party of a claim as soon as is practical after it receives notice of the Effective Timeclaim, permit the indemnifying party to control the defense of such claim, to select and engage counsel of its own choice to defend against such claims and to settle any claims or suits at its discretion, and otherwise cooperate fully with the fullest extent permitted by law, to indemnifying party in the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification defense of such Indemnified Parties is prohibited by applicable lawclaim. The foregoing rights In no event shall be in addition the indemnifying party have any obligation hereunder with respect to any rights to which any Indemnified Party may be entitled by reason of the by-laws claims or certificate of incorporation of the Company suits settled or any of compromised without its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativeswritten consent.

Indemnification; Insurance. At all times following Members of the Merger, the Surviving Corporation SAC shall be indemnified and enjoy expense advancement and insurance protection. PURE shall indemnify all present and former directors or officers any member of the Company and its Subsidiaries ("Indemnified Parties") against any costs SAC who was or expenses (including reasonable attorneys' fees)is a party to, judgmentsor is threatened to be made a party to, fines, losses, claims, damages, penalties or liabilities (collectively, "Costs") incurred who is called as a witness in connection with with, any claimthreatened, pending or completed action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or investigative, arising out including an action by or in the right of or pertaining to matters existing or occurring at or prior to the Effective TimePURE, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws fact that the member is or certificate of incorporation was a member of the Company SAC. This indemnification shall include expenses, including attorneys' fees, judgment, fines and amounts paid in settlement, actually and reasonably incurred by the member in connection with some action, suit or any of its Subsidiaries, any contract and/or any applicable lawproceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Surviving Corporation will maintain for PURE shall pay expenses incurred by a period of not less than six years from the Effective Time Company's current D&O Insurance and indemnification policy (SAC member in defending an action or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers proceeding referred to herein in advance of the Company final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by PURE. The indemnification and its Subsidiaries covered by the Company's D&O Insurance as advancement of the Effective Time; expenses provided that Surviving Corporation by, or granted pursuant to, this agreement shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, contract or otherwise. The indemnification and advancement of expenses provided by, or granted pursuant to this agreement, shall unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a SAC member and shall inure to the benefit of the heirs, executors and administrators of such person. PURE shall maintain or cause to be maintained Directors & Officers insurance from a highly-rated insurance company at limits that are deemed appropriate by the SAC and consistent with limits carried by comparable insurance companies. It is intended that the rights of indemnification and expense advancement provided to members of the SAC shall be as broad as allowed under applicable law and that when the law permits indemnification and/or expense advancement; PURE shall be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesindemnification and/or expense advancement.