Common use of Indemnification; Miscellaneous Operative Provisions Clause in Contracts

Indemnification; Miscellaneous Operative Provisions. a. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Registered Holder, its respective officers, directors, partners, employees, agents, shareholders and counsel, and each person, if any, who controls any such person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") from and against any and all loss, liability, charge, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 8, but not be limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, or (B) in any application or other document or communication (in this Section 8 collectively called an "Application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant Shares under the securities or blue sky laws thereof or filed with the Commission, the Nasdaq Stock Market or any securities exchange, or (C) in any reports or documents filed under the Exchange Act; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, unless (x) such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Registered Holder for inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (y) such loss, liability, charge, claim, damage or expense arises out of the Registered Holder's failure to comply with the terms and provisions of this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement. If any action is brought against the Registered Holders or any of their respective officers, directors, partners, employees, agents, shareholders, or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 8.a. unless, the failure to so notify shall prejudice any rights or defenses with respect to such claim) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) provided that the indemnified party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless: (i) the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action; or (ii) such indemnified party or parties shall have reasonably concluded, based on an opinion of counsel, that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any material respect, and that as a result thereof a conflict of interest would arise absent separate representation of the parties. In the event of clauses (i) or (ii) above, such fees and expenses shall be born by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action affected without its written consent, which shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto) unless such settlement, compromise, consent, or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify each Registered Holder of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, prospectus, registration statement, or amendment or supplement thereto, or any application relating to any sale of any Warrant Shares. b. Each Registered Holder agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Warrant Shares by the Registered Holder, each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and its or their respective counsel, to the same extent as the foregoing indemnity from the Company to the Registered Holder in Section 8.a. but only with respect to statements or omissions, if any, made in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to the Registered Holder by or on behalf of the Registered Holder, expressly for inclusion in any registration statement, preliminary or final prospectus, or application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against the Registered Holder pursuant to this Section 8.b., the Registered Holder shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the indemnified parties, by the provisions of Section 8.a. c. If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. d. In the event of a breach by any party of its obligations under this Warrant, the other party, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. Such rights shall be in addition to, and not in lieu of, the Registered Holder's right to receive monetary damages. e. The provisions of this Warrant, including the provisions of this sentence, may not be amended, modified or supplemented, unless such amendment, modification or supplement is in writing and signed by the parties hereto. f. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, reputable overnight courier, registered first-class mail, telex, or telecopied, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 8.f. (i) if to the Company: Saliva Diagnostic Systems, Inc. 11719 NE 95th Street Vancouver, Waxxxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Telephone: (360) 696-4800 Facsimile: (360) 250-0000 (ii) if to the Registerxx Xxxxxx xx xhe address specified from time to time by the Company. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered or by reputable overnight courier; two business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; and when receipt is acknowledged, if telecopied. g. The Registered Holder shall cooperate in all reasonable respects with the filing of the registration statement contemplated hereby. Without limiting the foregoing, the Registered Holder shall furnish to the Company (or any regulatory authority) such written information and representations that the Company may reasonably request in order to facilitate any registration of the Warrant Shares hereunder.

Indemnification; Miscellaneous Operative Provisions. a. (a) Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Registered Holder, its respective officers, directors, partners, employees, agents, shareholders and counsel, and each person, if any, who controls any such person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") from and against any and all loss, liability, charge, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 8, but not be limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, Shares or (B) in any application or other document or communication (in this Section 8 collectively called an "Applicationapplication") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant Shares under the securities or blue sky laws thereof or filed with the Commission, the Nasdaq Stock Market Commission or any securities exchange, or (C) in any reports or documents filed under the Exchange Act; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, unless (x) such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Registered Holder for inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (y) such loss, liability, charge, claim, damage or expense arises out of the Registered Holder's failure to comply with the terms and provisions of this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement. If any action is brought against the Registered Holders Holder or any of their respective officers, directors, partners, employees, agents, shareholders, or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 8.a. 8(a) unless, the failure to so notify shall prejudice any rights or defenses with respect to such claim) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) provided that the indemnified party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless: (i) the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action; or (ii) such indemnified party or parties shall have reasonably concluded, based on an opinion of counselcounsel reasonably satisfactory to the Company, that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any material respect, and that as a result thereof a conflict of interest would arise absent separate representation of the parties. In the event of clauses (i) or (ii) above, such fees and expenses shall be born borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action affected effected without its written consent, which shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto) unless such settlement, compromise, consent, or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify each Registered Holder the Investor of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, prospectus, registration statement, or amendment or supplement thereto, or any application relating to any sale of any Warrant Shares. b. (b) Each Registered Holder agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Warrant Shares by the Registered Holder, each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and its or their respective counsel, to the same extent as the foregoing indemnity from the Company to the Registered Holder in Section 8.a. 8(a) but only with respect to statements or omissions, if any, made in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to the Registered Holder by or on behalf of the Registered Holder, expressly for inclusion in any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against the Registered Holder pursuant to this Section 8.b., 8(b) the Registered Holder shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the indemnified parties, by the provisions of Section 8.a8(a). c. If the indemnification provided (c) To provide for in this Section 8 is held by a court of competent jurisdiction to be unavailable to just and equitable contribution, if (i) an indemnified party with respect makes a claim for indemnification pursuant to any lossSection 8(a) or 8(b) (subject to the limitations thereof) but it is found in a final judicial determination, liabilitynot subject to further appeal, claimthat such indemnification may not be enforced in such case, damageeven though this Agreement expressly provides for indemnification in such case, or expense referred to therein(ii) any indemnified or indemnifying party seeks contribution under the Securities Act, the Exchange Act or otherwise, then the indemnifying Company (including for this purpose any contribution made by or on behalf of any director of the Company, any officer of the Company who signed any such registration statement, any controlling person of the Company as one entity, and the Registered Holder, included in such registration in the aggregate (including for this purpose any contribution by or on behalf of an indemnified party), in lieu of indemnifying such indemnified party hereunderas a second entity, shall contribute to the amount paid or payable by losses, liabilities, claims, damages, and expenses whatsoever to which any of them may be subject, on the basis of relevant equitable considerations such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on Company and the one hand and of the indemnified party on the other Registered Holder in connection with the statements or omissions that facts which resulted in such losslosses, liabilityliabilities, claimclaims, damagedamages, or expense as well as any other relevant equitable considerationsand expenses. The relative fault fault, in the case of the indemnifying party and of the indemnified party an untrue statement, alleged untrue statement, omission, or alleged omission shall be determined by reference toby, among other things, whether the untrue such statement, alleged statement, omission or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party Company or by the indemnified party Registered Holder, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement statement, alleged statement, omission, or alleged omission. d. . The Company and the Registered Holder agree that it would be unjust and inequitable if the respective obligations of the Company and the Registered Holder for contribution were determined by pro rata or per capita allocation of the aggregate losses, liabilities, claims, damages, and expenses (even if the Registered Holder and the other indemnified parties were treated as one entity for such purpose) or by any other method of allocation that does not reflect the equitable considerations referred to in this Section 8(c). In no case shall the event Registered Holder be responsible for a portion of the contribution obligation imposed on the Registered Holder in excess of such Registered Holder's pro rata share based on the number of Common Shares owned by each Registered Holder and included in such registration as compared to the total number of Common Shares included in such registration. No person guilty of a breach by any party fraudulent misrepresentation (within the meaning of its obligations under this Warrant, Section ll(f) of the other party, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will Securities Act) shall be entitled to specific performance contribution from any person who is not guilty of its rights under such fraudulent misrepresentation. For purposes of this Warrant. Such rights shall be in addition toSection 8(c) each person, if any, who controls any Registered Holder within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and each officer, director, partner, employee, agent, and not in lieu of, counsel of any Registered Holder or control person shall have the same rights to contribution as the Registered Holder's right to receive monetary damages. e. The provisions Holder or control person and each person, if any, who controls the Company within the meaning of this WarrantSection 15 of the Securities Act or Section 20(a) of the Exchange Act, including each officer of the provisions Company who shall have signed any such registration statement, each director of this sentence, may not be amended, modified or supplemented, unless such amendment, modification or supplement is in writing and signed by the parties hereto. f. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, reputable overnight courier, registered first-class mail, telex, or telecopied, initially to the address set forth belowCompany, and thereafter at such other addressits or their respective counsel shall have the same rights to contribution as the Company, notice of which is given in accordance with subject to each case to the provisions of this Section 8.f. (i8(c). Anything in this Section 8(c) if to the Company: Saliva Diagnostic Systemscontrary notwithstanding, Inc. 11719 NE 95th Street Vancouver, Waxxxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Telephone: (360) 696-4800 Facsimile: (360) 250-0000 (ii) if no party shall be liable for contribution with respect to the Registerxx Xxxxxx xx xhe address specified from time settlement of any claim or action effected without its written consent. This Section 8(c) is intended to time by supersede any right to contribution under the Company. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered or by reputable overnight courier; two business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; and when receipt is acknowledged, if telecopied. g. The Registered Holder shall cooperate in all reasonable respects with the filing of the registration statement contemplated hereby. Without limiting the foregoingSecurities Act, the Registered Holder shall furnish to the Company (Exchange Act or any regulatory authority) such written information and representations that the Company may reasonably request in order to facilitate any registration of the Warrant Shares hereunderotherwise.

Indemnification; Miscellaneous Operative Provisions. a. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Registered Holder, its respective officers, directors, partners, employees, agents, shareholders and counsel, and each person, if any, who controls any such person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") from and against any and all loss, liability, charge, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 8, but not be limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, or (B) in any application or other document or communication (in this Section 8 collectively called an "Applicationapplication") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant Shares under the securities or blue sky laws thereof or filed with the Commission, the Nasdaq Stock Market or any securities exchange, or (C) in any reports or documents filed under the Exchange Act; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, unless (x) such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Registered Holder for inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (y) such loss, liability, charge, claim, damage or expense arises out of the Registered Holder's failure to comply with the terms and provisions of this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement. If any action is brought against the Registered Holders or any of their respective officers, directors, partners, employees, agents, shareholders, or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 8.a. unless, the failure to so notify shall prejudice any rights or defenses with respect to such claim) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) provided that the indemnified party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless: (i) the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action; or (ii) such indemnified party or parties shall have reasonably concluded, based on an opinion of counsel, that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any material respect, and that as a result thereof a conflict of interest would arise absent separate representation of the parties. In the event of clauses (i) or (ii) above, such fees and expenses shall be born by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action affected without its written consent, which shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto) unless such settlement, compromise, consent, or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify each Registered Holder of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, prospectus, registration statement, or amendment or supplement thereto, or any application relating to any sale of any Warrant Shares. b. Each Registered Holder agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Warrant Shares by the Registered Holder, each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and its or their respective counsel, to the same extent as the foregoing indemnity from the Company to the Registered Holder in Section 8.a. but only with respect to statements or omissions, if any, made in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to the Registered Holder by or on behalf of the Registered Holder, expressly for inclusion in any registration statement, preliminary or final prospectus, or application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against the Registered Holder pursuant to this Section 8.b., the Registered Holder shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the indemnified parties, by the provisions of Section 8.a. c. If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. d. In the event of a breach by any party of its obligations under this Warrant, the other party, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. Such rights shall be in addition to, and not in lieu of, the Registered Holder's right to receive monetary damages. e. The provisions of this Warrant, including the provisions of this sentence, may not be amended, modified or supplemented, unless such amendment, modification or supplement is in writing and signed by the parties hereto. f. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, reputable overnight courier, registered first-class mail, telex, or telecopied, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 8.f. (i) if to the Company: Saliva Diagnostic Systems, Inc. 11719 NE 95th Street Vancouver, Waxxxxxxxx Washingxxx 00000 Xxxxxxxxx: Xxxxxxxxx Telephone: (360) 696-4800 Facsimile: (360) 250254-00007900 (ii) if to the Registerxx Xxxxxx Registered Hxxxxx xx xhe address xxx xddress specified from time to time by the Company. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered or by reputable overnight courier; two three business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; and when receipt is acknowledged, if telecopied. g. The Registered Holder shall cooperate in all reasonable respects with the filing of the registration statement contemplated hereby. Without limiting the foregoing, the Registered Holder shall furnish to the Company (or any regulatory authority) such written information and representations that the Company may reasonably request in order to facilitate any registration of the Warrant Shares hereunder.

Indemnification; Miscellaneous Operative Provisions. a. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Registered Holder, its respective officers, directors, partners, employees, agents, shareholders and counsel, and each person, if any, who controls any such person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") from and against any and all loss, liability, charge, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 8, but not be limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), arising out of, based upon, or in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, relating to the sale of any of the Warrant Shares, or (B) in any application or other document or communication (in this Section 8 collectively called an "Applicationapplication") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant Shares under the securities or blue sky laws thereof or filed with the Commission, the Nasdaq Stock Market or any securities exchange, or (C) in any reports or documents filed under the Exchange Act; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, unless (x) such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Registered Holder for inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (y) such loss, liability, charge, ; claim, damage or expense arises out of the Registered Holder's failure to comply with the terms and provisions of this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement. If any action is brought against the Registered Holders or any of their respective officers, directors, partners, employees, agents, shareholders, or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure to so to notify shall not relieve the Company from any liability other than pursuant to this Section 8.a. unless, the failure to so notify shall prejudice any rights or defenses with respect to such claim) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) provided that the indemnified party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless: (i) the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action; or (ii) such indemnified party or parties shall have reasonably concluded, based on an opinion of counsel, that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any material respect, and that as a result thereof a conflict of interest would arise absent separate representation of the parties. In the event of clauses (i) or (ii) above, such fees and expenses shall be born by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action affected without its written consent, which shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto) unless such settlement, compromise, consent, or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify each Registered Holder of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, prospectus, registration statement, or amendment or supplement thereto, or any application relating to any sale of any Warrant Shares. b. Each Registered Holder agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Warrant Shares by the Registered Holder, each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and its or their respective counsel, to the same extent as the foregoing indemnity from the Company to the Registered Holder in Section 8.a. but only with respect to statements or omissions, if any, made in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented) or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to the Registered Holder by or on behalf of the Registered Holder, expressly for inclusion in any registration statement, preliminary or final prospectus, or application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against the Registered Holder pursuant to this Section 8.b., the Registered Holder shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the indemnified parties, by the provisions of Section 8.a. c. If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. d. In the event of a breach by any party of its obligations under this Warrant, the other party, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. Such rights shall be in addition to, and not in lieu of, the Registered Holder's right to receive monetary damages. e. The provisions of this Warrant, including the provisions of this sentence, may not be amended, modified or supplemented, unless such amendment, modification or supplement is in writing and signed by the parties hereto. f. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, reputable overnight courier, registered first-class mail, telex, or telecopied, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 8.f. (i) if to the Company: Saliva Diagnostic Systems, Inc. 11719 NE 95th Street Vancouver, Waxxxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Telephone: (360) 696-4800 Facsimile: (360) 250-0000 (ii) if to the Registerxx Xxxxxx xx xhe address specified from time to time by the Company. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered or by reputable overnight courier; two business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; and when receipt is acknowledged, if telecopied. g. The Registered Holder shall cooperate in all reasonable respects with the filing of the registration statement contemplated hereby. Without limiting the foregoing, the Registered Holder shall furnish to the Company (or any regulatory authority) such written information and representations that the Company may reasonably request in order to facilitate any registration of the Warrant Shares hereunder.