Common use of Indemnification of Adapt Clause in Contracts

Indemnification of Adapt. Lightlake shall indemnify Adapt, its Affiliates and its and their respective directors, officers, employees, and agents (the “Adapt Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims incurred by or rendered against the Adapt Indemnitees arising from or occurring as a result of: (i) the breach by Lightlake of this Agreement, (ii) the gross negligence or willful misconduct on the part of Lightlake or its Affiliates or its or their respective directors, officers, employees, and agents in performing its obligations under this Agreement, (iii) any claim by any current or former Lightlake shareholder, investor or contributor that any Adapt Indemnitee or any Sublicensee owes such Person any compensation in relation to the Exploitation of the Products or the rights granted hereunder, or (iv) the pharmacokinetics study ongoing as of the Effective Date in respect of a Product, or (v) Lightlake’s or its Affiliate’s or subcontractor’s violation of any Applicable Law, breach of any Relevant Contract, or gross negligence or willful misconduct, in relation to the Exploitation of Products prior to the Effective Date, except (in each case) to the extent Adapt has an obligation to indemnify Lightlake Indemnities pursuant to Section 9.1 for such Losses and Third Party Claims.

Indemnification of Adapt. Lightlake shall indemnify Adapt, its Affiliates and its and their respective directors, officers, employees, and agents (the “Adapt Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims incurred by or rendered against the Adapt Indemnitees arising from or occurring as a result of: (i) the breach by Lightlake of this Agreement, (ii) the gross negligence or willful misconduct on the part of Lightlake or its Affiliates or its or their respective directors, officers, employees, and agents in performing its obligations under this Agreement, (iii) any claim by any current or former Lightlake shareholder, investor or contributor that any Adapt Indemnitee or any Sublicensee owes such Person any compensation in relation to the Exploitation of the Products or the rights granted hereunder, or (iv) the pharmacokinetics study ongoing as of the Effective Date in respect of a Product, or (v) Lightlake’s or its Affiliate’s or subcontractor’s violation of any Applicable Law, breach of any Relevant Contract, or gross negligence or willful misconduct, in relation to the Exploitation of Products prior to the Effective Date, except (in each case) to the extent Adapt has an obligation to indemnify Lightlake Indemnities pursuant to Section 9.1 for such Losses and Third Party Claims.

Indemnification of Adapt. Lightlake shall indemnify Adapt, its Affiliates and its and their respective directors, officers, employees, and agents (the “Adapt Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims incurred by or rendered against the Adapt Indemnitees arising from or occurring as a result of: (i) the breach by Lightlake of this Agreement, (ii) the gross negligence or willful misconduct on the part of Lightlake or its Affiliates or its or their respective directors, officers, employees, and agents in performing its obligations under this Agreement, (iii) any claim by any current or former Lightlake shareholder, investor or contributor that any Adapt Indemnitee or any Sublicensee owes such Person any compensation in relation to the Exploitation of the Products or the rights granted hereunder, or (iv) 40 EAST\151813552.1 Exhibit 10.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the pharmacokinetics study ongoing as of the Effective Date in respect of a Product, or (v) Lightlake’s or its Affiliate’s or subcontractor’s violation of any Applicable Law, breach of any Relevant Contract, or gross negligence or willful misconduct, in relation to the Exploitation of Products prior to the Effective Date, except (in each case) to the extent Adapt has an obligation to indemnify Lightlake Indemnities pursuant to Section 9.1 for such Losses and Third Party Claims.

Indemnification of Adapt. Lightlake shall indemnify Adapt, its Affiliates and its and their respective directors, officers, employees, and agents (the “Adapt Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims incurred by or rendered against the Adapt Indemnitees arising from or occurring as a result of: (i) the breach by Lightlake of this Agreement, (ii) the gross negligence or willful misconduct on the part of Lightlake or its Affiliates or its or their respective directors, officers, employees, and agents in performing its obligations under this Agreement, (iii) any claim by any current or former Lightlake shareholder, investor or contributor that any Adapt Indemnitee or any Sublicensee owes such Person any compensation in relation to the Exploitation of the Products or the rights granted hereunder, or (iv) EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the pharmacokinetics study ongoing as of the Effective Date in respect of a Product, or (v) Lightlake’s or its Affiliate’s or subcontractor’s violation of any Applicable Law, breach of any Relevant Contract, or gross negligence or willful misconduct, in relation to the Exploitation of Products prior to the Effective Date, except (in each case) to the extent Adapt has an obligation to indemnify Lightlake Indemnities pursuant to Section 9.1 for such Losses and Third Party Claims.