Common use of Indemnity Insurance Clause in Contracts

Indemnity Insurance. 11.1 Supplier shall indemnify NPML (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML (AND REPRESENTATIONS 15.1 LICENSEE agrees to indemnify, hold harmless and its successors defend LICENSORS, their officers, employees, and assigns) in respect of all lossagents, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any actionand all claims, claimsuits, demandlosses, damages, costcosts, charge or expenses (fees, and expenses, including reasonable legal attorneys’ fees, internal processing asserted by third parties, both government and non-government, resulting from or arising out of LICENSEE’s exercise of the rights granted under this AGREEMENT. LICENSEE shall not be responsible for the intentional wrongdoing of LICENSORS. 15.2 LICENSORS agree to indemnify, hold harmless and defend LICENSEE, its officers, employees, and agents, against any and all claims, suits, losses, damages, costs, rework fees, and remanufacturing costs) expenses, including reasonable attorneys’ fees, asserted by third parties, both government and non-government, resulting from or arising out of LICENSORS’s exercise of their rights and obligations under this AGREEMENT. LICENSORS shall not be responsible for the intentional wrongdoing of LICENSEE. 15.3 The PARTIES shall maintain in force at their sole cost and expense general liability insurance coverage in an amount reasonably sufficient to protect against liability under this Article 15. LICENSEE also shall maintain in force at its sole cost and expense product liability insurance coverage in an amount reasonably sufficient to protect against liability under this Article 15. Each PARTY shall have the right to request and to receive copies of the appropriate certificates of insurance from the other PARTIES for the purpose of ascertaining the sufficiency and currency of such coverage. 15.4 Except as provided in Section 15.8, nothing in this AGREEMENT shall be deemed to be a representation or warranty by LICENSORS of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness, for any purpose, of any TECHNOLOGY. 15.5 LICENSORS shall have no obligation, expressed or implied, to supervise, monitor, review or otherwise assume responsibility for the production, manufacture, testing, clinical trials, marketing or sale of any LICENSED PRODUCTS, and LICENSORS shall have no liability whatsoever to LICENSEE, its officers, employees or agents for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE, its officers, employees or agents or any other person or entity, arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect ofLICENSEE’s: (a) such liabilities as are envisaged in clause 11.1production, use, or sale of any LICENSED PRODUCTS; (b) liability under law for use of any person employed by the Supplier in TECHNOLOGY; or (c) advertising or about the performance other promotional activities with respect to any of the Supplier’s obligations hereunderforegoing. 15.6 MVP hereby represents and warrants to BTG and DUKE that MVP has the right to grant the licenses set forth herein under PATENT RIGHTS and MVP TECHNOLOGY, including the license to the technical know-how summarized in Exhibit B, and to the use of the trademark, PURICASETM. 15.7 DUKE hereby represents and warrants to BTG and MVP that DUKE has the right to grant the licenses set forth herein under PATENT RIGHTS and DUKE TECHNOLOGY, including the license to the technical know-how and materials summarized in Exhibit A. 15.8 Each of the LICENSORS hereby separately represents and warrants to BTG that: (a) it has no actual knowledge, as of the EFFECTIVE DATE, that the use of TECHNOLOGY for workers compensationthe manufacture, work cover use or similar liabilities sale of Supplier LICENSED PRODUCTS will infringe any patent or other intellectual property right of any third party in any country in the world, and that, if at any time during the TERM of this AGREEMENT, it becomes aware of any such information, it will promptly disclose such to BTG; (who shall be liable b) it has no actual knowledge, as of the EFFECTIVE DATE, of any prior art that would raise any issue concerning the validity of any patents issued or to its employees for issue on any applications which are included in PATENT RIGHTS, and that, if at any time during the TERM of this AGREEMENT, it becomes aware of any such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises)information, it will promptly disclose such to BTG; (c) it is not aware of any liability other agreements, amendments or licenses that affect its authority or ability to enter into this AGREEMENT; (d) prior to the execution of this AGREEMENT, it may have has not assigned, encumbered, pledged, mortgaged, used as collateral, granted a security interest or lien in or otherwise engaged in any action that affects its ability to NPML arising out grant LICENSEE the rights granted pursuant to the terms of the transportation and delivery of the Goodsthis AGREEMENT; and (de) where during the Supplier has design obligationsTERM of this AGREEMENT, professional indemnity insurance of an amount stated it will not engage in any action that could reasonably be anticipated to adversely affect its ability to grant LICENSEE the rights to manufacture, use and sell LICENSED PRODUCTS anywhere in the Purchase Order for world pursuant to the duration terms of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossthis AGREEMENT.

Indemnity Insurance. 11.1 Supplier 7.1 Without prejudice to any other rights of the Vendor, the Purchaser shall indemnify NPML (the Vendor against any destruction or damage caused by the negligence, breach of duty, including statutory duty of the Purchaser or the Purchaser’s employees, agents, contractors, sub-contractors, or the employees of any of them and shall reimburse or make good the same to the satisfaction of the Vendor within ten working days of its successors occurrence or otherwise by agreement. 7.2 The Purchaser shall be responsible for the repair and assigns) in respect reinstatement of all lossproperty, damagedrains, liability watercourses, walls, fences, gates, barriers, electricity power lines, cables, pipelines, water pipes and telephone lines that may have been damaged or injury whatsoever involving removed in felling or extraction and all such associated costs.‌ 7.3 The Purchaser shall be responsible for any person damage or property (including third parties and property) and against interference caused to any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or public road system in connection with NPMLthe movement of roundwood or trees from this sale. The Purchaser shall indemnify the Vendor against any such damage or interference caused by the Purchaser or the Purchaser’s Purchase Orderemployees, to agents, contractors, sub-contractors, or the extent that employees of any of them and shall reimburse the same shall have been Vendor for any costs or fines caused or contributed to by arising from such damage or interference. 7.4 The Vendor shall be under no liability for any breach by Supplier of Supplier’s obligations under these terms and conditions damage or injury suffered by the negligence Purchaser, his employees, contractors, sub-contractors, licensees, agents or wilful misconduct the general public by reason of Supplierthe felling of trees, harvesting, extraction or removal of roundwood, or its directorsotherwise relating to this Agreement, employees howsoever caused or arising. The Purchaser herewith indemnifies the Vendor, his successors, employees, contractors, sub-contractors, agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract managers and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and assigns against all such actions, claims, demands, damages, costs, charges demands and expenses suffered or incurred by NPML costs in respect of any patents or other intellectual property rights losses, injuries, accidents and damages for the duration of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderthis Agreement. 11.3 Supplier 7.5 The Purchaser shall maintain fully insure for the above liabilities and retain such insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter sale. The Purchaser, his contractors, sub-contractors, licensees, or agents shall hold Public Liability insurance cover for a period minimum sum insured of 6 years, €2,600,000 (2.6 million euro) and Employers Liability insurance for a minimum sum insured of €13,000,000 (thirteen million euro). All relevant insurance documentation shall be supplied by the Purchaser to the Vendor and these insurances must be satisfactory to the Vendors insurance Agent prior to the commencement of felling/harvesting. Where renewal of relevant insurances is required during the term of this Agreement the Purchaser shall provide prior confirmation of such renewal. 7.6 The Purchaser shall not do or allow to NPML be done or to be omitted on request valid certificates of the Work Site(s) anything that may render the insurance policy or policies effected in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define compliance with the above void or limit the obligation of Supplier in the event of lossvoidable.

Indemnity Insurance. 11.1 Supplier a) The Hirer shall forever release, indemnify NPML (and its successors hold harmless RASNT and assigns) in respect of RASNT’s agents, members, staff and employees from and against all damage, loss, damageexpense, liability or injury whatsoever involving any person or property cost (including third parties and propertylegal cost on an indemnity basis) and against or liability of any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) nature in any way arising out of or in connection with NPMLthis Licence, in any way arising from or connected with the relationship between the Hirer and RASNT, or in any way arising from or connected with use or occupation of RASNT’s Purchase Orderpremises by the Hirer whether or not in accordance with this Licence, and this release and indemnity shall extend to the extent that the same shall have been any damage, loss, expense, cost (including legal cost on an indemnity basis) or liability caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct default of SupplierRASNT. b) The Hirer shall hold valid and maintain current: i) ‘public liability cover’ insurance policy (‘Policy’), with a reputable insurer indemnifying the Hirer for an amount of not less than $10,000,000 per single event, covering all usual risks covered in a policy of public liability insurance including liability for injury or its directorsdeath of any third party’s, employees and loss damage or agentsdestruction of property of any third party (in this clause third party includes contractors, consultants and invitees of the Xxxxx); ii) Insurance as it is required by law to hold under any statutory scheme of workers compensation insurance, including the Workers Compensation and Rehabilitation Act (NT); and iii) Any other policies of insurance as reasonably required by the Hirer; and the Hirer shall without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination delay provide copies of the Purchase Orderinsurance policies, referred to in this clause, and certificates of there currency to RASNT on request. 11.2 Supplier c) RASNT shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall not be liable to its employees the Hirer for such matters even if they undertake performance of services any: i) Valuables lost or delivery of Goods on or about NPML’s property or premises)stolen; (cii) Loss to any liability it may have to NPML arising out goods, furniture, equipment or thing of the transportation and delivery of the Goods; andany kind; (diii) where the Supplier has design obligations, professional indemnity insurance of an amount stated Fault or failure that might occur in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 yearselectrical supply, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define air-conditioning or limit the obligation of Supplier in the event of losslighting; or iv) Anything whatsoever for which the Hirer releases or indemnifies RASNT under this Licence.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall Thailand (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLPall Thailand’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML Pall Thailand indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall Thailand in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLPall Thailand’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLPall Thailand). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML Pall Thailand (including without limitation those awarded against NPML Pall Thailand in any such suit or proceeding) and, at NPMLPall Thailand’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML Pall Thailand to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML Pall Thailand the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML Pall Thailand in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLPall Thailand’s property or premises); (c) any liability it may have to NPML Pall Thailand arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order Order, or if no amount is stated, $1,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML Pall Thailand on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML Pall Thailand as an additional insured and shall waive any rights of subrogation against NPMLPall Thailand. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier 7.1 Without prejudice to any other rights of the Vendor, the Purchaser shall indemnify NPML (the Vendor against any destruction or damage caused by the negligence, breach of duty, including statutory duty of the Purchaser or the Purchaser's employees, agents, contractors, sub-contractors, or the employees of any of them and shall reimburse or make good the same to the satisfaction of the Vendor within 10 working days of its successors occurrence or otherwise by agreement. 7.2 The Purchaser shall be responsible for the repair and assigns) in respect reinstatement of all lossproperty, damagedrains, liability watercourses, walls, fences, gates, barriers, electricity power lines, cables, pipelines, water pipes and telephone lines that may have been damaged or injury whatsoever involving removed in felling or extraction and all such associated costs. 7.3 The Purchaser shall be responsible for any person damage or property (including third parties and property) and against interference caused to any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or public road system in connection with NPML’s Purchase Orderthe movement of roundwood or trees from this sale. The Purchaser shall indemnify the Vendor against any such damage or interference caused by the Purchaser or the Purchaser's employees, to agents, contractors, sub-contractors, or the extent that employees of any of them and shall reimburse the same shall have been Vendor for any costs or fines caused or contributed to by arising from such damage or interference. 7.4 The Vendor shall be under no liability for any breach by Supplier of Supplier’s obligations under these terms and conditions damage or injury suffered by the negligence Purchaser, his employees, contractors, sub-contractors, licensees, agents or wilful misconduct the general public by reason of Supplierthe felling of trees, harvesting, extraction or removal of roundwood, or its directorsotherwise relating to this Agreement, employees howsoever caused or arising. The Purchaser herewith indemnifies the Vendor, his successors, employees, contractors, sub-contractors, agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract managers and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and assigns against all such actions, claims, demands, damages, costs, charges demands and expenses suffered or incurred by NPML costs in respect of any patents or other intellectual property rights losses, injuries, accidents and damages for the duration of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderthis Agreement. 11.3 Supplier 7.5 The Purchaser shall maintain fully insure for the above liabilities and retain such insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter sale. The Purchaser, his contractors, sub-contractors, licensees, or agents shall hold Public Liability insurance cover for a period minimum sum insured of 6 years, €2,600,000 (2.6 million euro) and Employers Liability insurance for a minimum sum insured of €13,000,000 (thirteen million euro). All relevant insurance documentation shall be supplied by the Purchaser to the Vendor and these insurances must be satisfactory to the Vendors insurance Agent prior to the commencement of felling/harvesting. Where renewal of relevant insurances is required during the term of this Agreement the Purchaser shall provide prior confirmation of such renewal. 7.6 The Purchaser shall not do or allow to NPML be done or to be omitted on request valid certificates of the Work Site(s) anything that may render the insurance policy or policies effected in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define compliance with the above void or limit the obligation of Supplier in the event of lossvoidable.

Indemnity Insurance. 11.1 Supplier (A) To defend with counsel first approved by Landlord (which approval shall not be unreasonably withheld or delayed, it being agreed, however, that counsel selected by Tenant’s insurance carrier shall be deemed approved by Landlord), save harmless, and indemnify NPML (and its successors and assigns) in respect of all Landlord from any liability for injury, loss, damage, liability accident or injury whatsoever involving damage to any person or property (including third parties property, and property) from any claims, actions, proceedings and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or costs in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML therewith (including without limitation those awarded against NPML in any such suit or proceedingreasonable counsel fees) and, at NPML’s discretion, either to the extent (i) at Supplierarising from or claimed to have arisen from (a) the omission, fault, willful act, negligence or other misconduct of Tenant or Tenant’s expensecontractors, obtain through negotiation licensees, invitees, agents, servants, independent contractors or employees or (b) any use made or thing done or occurring on the right for NPML Premises not due to purchase and/or use the Goods; omission, fault, willful act, negligence or other misconduct of Landlord, or (ii) rework resulting from the Goods so as failure of Tenant to make them non-infringing while preserving their original functionality; or (iii) replace perform and discharge its covenants and obligations under this Lease, except to the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed extent caused by the Supplier in gross negligence or about willful misconduct of Landlord or Landlord’s contractors, licensees, invitees (excluding Tenant and its parties referred above), independent contractors or employees. Notwithstanding anything to the performance contrary herein and except for the obligations of the Supplier’s obligations hereunderTenant pursuant to Section 8.18, including for workers compensation, work cover or similar liabilities of Supplier (who Tenant shall not be liable to its employees Landlord for indirect or consequential damages. (B) To maintain in full force from the date upon which Tenant first enters the Premises for any reason, throughout the Term of this Lease, and thereafter, so long as Tenant is in occupancy of any part of the Premises, commercial general liability insurance or comprehensive general liability insurance written on an occurrence basis with a broad form comprehensive liability endorsement under which Tenant is the named insured and Landlord and Landlord’s managing agent (and such persons as are in privity of estate with Landlord and Landlord’s managing agent as may be set out in notice from time to time) are named as additional insureds with limits which shall, at the commencement of the Term, be at least equal to those stated in Section 1.1 and from time to time during the Term shall be for such matters even higher limits, if they undertake performance any, as are customarily carried in the Boston West Suburban Market with respect to similar properties to the Building and Complex or which may reasonably be required by Landlord, and worker’s compensation insurance with statutory limits covering all of services or delivery of Goods Tenant’s employees working in the Premises, and to deposit with Landlord on or about NPML’s property or premises); before the Commencement Date and concurrent with all renewals thereof, certificates for such insurance bearing the endorsement that the policies will not be canceled until after thirty (c30) any liability it may have days’ written notice to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligationsLandlord. In addition, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event Tenant hosts a function in the Premises, Tenant agrees to obtain and maintain, and cause any persons or parties providing services for such function to obtain, the appropriate insurance coverages as determined by Landlord (including liquor liability, if applicable) and provide Landlord with evidence of lossthe same. All insurance required to be maintained by Tenant pursuant to this Lease shall be maintained with responsible companies qualified to do business, and in good standing, in the Commonwealth of Massachusetts and which have a rating of at least “A-” and are within a financial size category of not less than “Class VIII” in the most current Best’s Key Rating Guide or such similar rating as may be reasonably selected by Landlord if such Guide is no longer published.

Indemnity Insurance. 11.1 Supplier shall Tenant agrees to and hereby does indemnify NPML and save Landlord harmless against all claims for damages to persons or property by reason of Tenant’s use or occupancy of the Leased Premises, and all expenses incurred by Landlord because thereof, including attorney’s fees and court costs. During the term of this Lease, Tenant shall, at its sole expense, provide and keep in force insurance in the following minimum amounts. (a) comprehensive general liability insurance coverage in an amount of not less than $2,000,000 combined single limit coverage for bodily injury, property damage or a combination thereof; (b) full replacement value coverage on all of its personal property, including removable trade fixtures and office equipment located in the Leased Premises; (c) worker’s compensation coverage for all of its successors and assignsemployees as required in statutory amounts; (d) umbrella or excess liability insurance in respect excess of all lossprimary liability with limits of liability of not less than $5,000,000. Landlord shall not be liable for any losses suffered to Tenant’s property. Landlord may from time to time increase the limits of the insurance Tenant is required to carry pursuant to this Lease or may change the type of insurance required and Tenant shall immediately comply. Tenant shall name Rexall Sundown, damageInc., liability its parent, subsidiaries and affiliates as additional insureds or injury whatsoever involving any person as may be otherwise instructed by Landlord or property its representatives and shall provide evidence of such insurance to Landlord prior to the commencement of the term of this Lease. Said policies shall contain an agreement by the insurer(s) that such policies shall not be cancelled without at least twenty (including third parties 20) days prior written notice to the Landlord. Landlord and property) Tenant each hereby release and against any actionrelieve the other, claimand waive its right of recovery, demand, damages, cost, charge for loss or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) damage arising out of or in connection with NPML’s Purchase Orderincident to the perils insured against which perils occur in, or about the Leased Premises, whether due to the negligence of Landlord or Tenant or their employees, contractors and/or invitees, to the extent that such loss or damage is within the same shall have been caused or contributed policy limits of said comprehensive general liability insurance. All contractors hired by Tenant to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by perform work in the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination Leased Premises must provide Landlord with satisfactory evidence of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from minimum insurance coverage required of Tenant and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed outlined above prior to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, commencing work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid Leased Premises. All certificates of insurance in respect thereof. Such insurance policies shall must name NPML Tenant and Landlord as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossinsureds.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall New Zealand (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLPall New Zealand’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML Pall New Zealand indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall New Zealand in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLPall New Zealand’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLPall New Zealand, provided that the Supplier shall inform Pall New Zealand of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML Pall New Zealand (including without limitation those awarded against NPML Pall New Zealand in any such suit or proceeding) and, at NPMLPall New Zealand’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML Pall New Zealand to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.or

Indemnity Insurance. 11.1 Supplier (A) To defend with counsel first approved by Landlord (which approval shall not be unreasonably withheld or delayed), save harmless, and indemnify NPML (and its successors and assigns) in respect of all Landlord from any liability for injury, loss, damage, liability accident or injury whatsoever involving damage to any person or property (including third parties property, and property) from any claims, actions, proceedings and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or costs in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML therewith (including without limitation those awarded against NPML in any such suit or proceedingreasonable counsel fees) and, at NPML’s discretion, either (i) at Supplier’s expensearising from or claimed to have arisen from (a) the omission, obtain through negotiation fault, willful act, negligence or other misconduct of Tenant or Tenant's contractors, licensees, invitees, agents, servants, independent contractors or employees or (b) any use made or thing done or occurring on the right for NPML Premises not due to purchase and/or use the Goods; omission, fault, willful act, negligence or other misconduct of Landlord, or (ii) rework resulting from the Goods so as failure of Tenant to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderperform and discharge its covenants and obligations under this Lease. 11.3 Supplier shall (B) To maintain commercial general liability insurance coveror comprehensive general liability insurance written on an occurrence basis with a broad form comprehensive liability endorsement covering the Premises insuring Landlord and Landlord's managing agent (and such persons as are in privity of estate with Landlord and Landlord's managing agent as may be set out in notice from time to time) as additional insureds as well as Tenant with limits which shall, at Supplier’s expensethe commencement of the Term, acceptable be at least equal to NPML those stated in respect of: (a) Section 1.1 and from time to time during the Term shall be for such liabilities higher limits, if any, as are envisaged customarily carried in clause 11.1; Greater Boston with respect to similar properties or which may reasonably be required by Landlord, and worker's compensation insurance with statutory limits covering all of Tenant's employees working in the Premises, and to deposit with Landlord on or before the Commencement Date and concurrent with all renewals thereof, certificates for such insurance bearing the endorsement that the policies will not be canceled until after thirty (b30) liability under law for any person employed days' written notice to Landlord. All insurance required to be maintained by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who Tenant pursuant to this Lease shall be liable maintained with responsible companies qualified to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation do business, and delivery of the Goods; and (d) where the Supplier has design obligationsin good standing, professional indemnity insurance of an amount stated in the Purchase Order for the duration Commonwealth of the Supplier’s performance Massachusetts and which have a rating of its obligations at least "A-" and thereafter for are within a period financial size category of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier not less than "Class VIII" in the event of lossmost current Best's Key Rating Guide or such similar rating as may be reasonably selected by Landlord if such Guide is no longer published.

Indemnity Insurance. 11.1 Supplier REPRESENTATIONS ------------------------------------------------- 10.01 LICENSEE shall indemnify NPML (indemnify, defend and hold NCSU, its successors trustees, officers, employees and assigns) in respect affiliates, harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of all loss, damage, liability the death or injury whatsoever involving to any person or persons or out of any damage to property (including third parties and property) and against any actionother claim, claimproceeding, demand, damagesexpense and liability of any kind whatsoever resulting from utilization of the Patent Rights in the production, costmanufacture, charge sales, use, lease, consumption or advertisement of the Licensed Products by LICENSEE and its sub-licensees or arising from any obligations of LICENSEE hereunder, except for any claim or expenses arising out of the negligence or willful misconduct of NCSU or its officers, agents or employees. The parties acknowledge that NCSU's liability under this paragraph shall be subject to the limitations of the North Carolina Tort Claims Act (including N.C. General Statutes Section 143-291). 10.02 LICENSEE shall maintain reasonable legal feeslevels of product liability insurance as soon as it has commercialized Licensed Products. NCSU shall have the right to require such insurance policies or certificates of insurance, internal processing costsat NCSU's discretion, rework to be made available for NCSU's inspection. 10.03 NCSU MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND VALIDITY OF PATENT RIGHTS CLAIMS ISSUED OR PENDING. 10.04 Nothing in this Agreement shall be deemed to be a representation or warranty by NCSU of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness for any purpose, of any Patent Rights. NCSU shall have no obligation, express or implied, to supervise, monitor, review, or otherwise assume responsibility for the production, manufacture, testing, marketing, or sale of any Licensed Product, and remanufacturing costs) NCSU shall have no liability whatsoever to LICENSEE or any third parties for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE or any other person or entity, arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect offrom: (a) such liabilities as are envisaged in clause 11.1the production, use, or sale of any Licensed Product; (b) liability under law for the use of any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises);Patent Rights; or (c) any liability it may have advertising or other promotional activities with respect to NPML arising out any of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossforegoing.

Indemnity Insurance. 11.1 Supplier 10.1 LICENSEE shall defend, indemnify NPML and hold harmless and shall require SUBLICENSEES to defend, indemnify and hold harmless MICHIGAN, including its Regents, fellows, officers, employees, students, and agents (and its successors and assigns) in respect of all losscollectively, damage“MICHIGAN Indemnitees”), liability or injury whatsoever involving any person or property (including third parties and property) for and against any action, claim, demand, and all damages, costlosses, charge or and expenses of any nature (including reasonable legal feesattorneys’ fees and other litigation expenses), internal processing costsincluding but not limited to, rework and remanufacturing costs) death, personal injury, illness, property damage, economic loss or products liability (collectively, “Losses”), based on third party claims or demands arising out of from or in connection with NPML’s Purchase Orderany of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, its AFFILIATES SUBLICENSEES or LICENSEE’S transferees of LICENSED PRODUCTS or LICENSED PROCESSES, including any product liability actions; and (2) The use or practice by LICENSEE, its AFFILIATES or SUBLICENSEES of the PATENT RIGHTS; except to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by such Losses arise from the negligence or wilful willful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Ordera MICHIGAN Indemnitee. 11.2 Supplier shall also hold NPML indemnified 10.2 HHMI and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”), will be indemnified, defended by counsel reasonably acceptable to HHMI, and held harmless by the LICENSEE and SUBLICENSEES from and against all actionsany third party claim, claimsliability, demandscost, damagesexpense, costsdamage, charges deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third partydefense) (collectively, which may be infringed (or claimed to be infringed) by the Goods“Claims”), based upon, arising out of, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence otherwise relating to the Specifications provided to Supplier by NPML). Supplier shall pay all damagesthis Agreement, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any cause of action relating to product liability. The previous sentence will not apply to the extent any Claim is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. 10.3 If MICHIGAN (the “Indemnified Party”) is seeking indemnification under Section 10.1, the Indemnified Party shall inform LICENSEE or SUBLICENSEE (as applicable, the “Indemnifying Party”) of the claim giving rise to the obligation to indemnify as soon as reasonably practicable after receiving notice of the claim. The Indemnifying Party shall have the right to assume the defense of any such suit or proceeding) andclaim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and its insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at NPML’s discretion, either (i) at Supplier’s its own option and expense, obtain through negotiation counsel of its own selection, in the defense of any claim that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any such legal action with an admission of liability of the Indemnified Party without the Indemnified Party’s written approval, which approval shall not be unreasonably withheld or delayed. In the case of any HHMI Indemnitee, notice shall be given reasonably promptly following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of any HHMI Indemnitee to give reasonably prompt notice to the Indemnifying Party of any such claim shall not affect the rights of such HHMI Indemnitee unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of any such claim for NPML which it is obligated to purchase and/or use indemnify any HHMI Indemnitee. An HHMI Indemnitee shall cooperate with the Goods; or (ii) rework Indemnifying Party and its insurer as the Goods so as Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. An HHMI Indemnitee shall have the right to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance coverparticipate, at Supplier’s its own option and expense, acceptable through counsel of its own selection, in the defense of any claim that has been assumed by the Indemnifying Party. The Indemnifying Party agrees not to NPML in respect of: settle any Claim against an HHMI Indemnitee without HHMI’s written consent, where (a) such liabilities as are envisaged in clause 11.1; settlement would include any admission of liability on the part of any HHMI Indemnitee, (b) liability under law for such settlement would impose any person employed by the Supplier in restriction on any HHMI Indemnitee’s conduct of any of its activities, or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any such settlement would not include an unconditional release of all HHMI Indemnitees from all liability it may have to NPML arising out for claims that are the subject matter of the transportation settled Claim. 10.4 Prior to any distribution or commercial use of any LICENSED PRODUCT by LICENSEE, LICENSEE shall purchase and delivery maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, MICHIGAN and HHMI Indemnitees with respect the events covered by Sections 10.1 and 10.2. Prior to any distribution or use of any LICENSED PRODUCT by a SUBLICENSEE, LICENSEE shall require that the Goods; and (d) where SUBLICENSEE purchase and maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, SUBLICENSEE, MICHIGAN and HHMI Indemnitees with respect to the Supplier has design obligationsevents covered by Section 10.1. Each such insurance policy must provide industry-standard coverage for all claims with respect to any LICENSED PRODUCTS manufactured, professional indemnity insurance of an amount stated used, sold, licensed or otherwise distributed by LICENSEE -- or, in the Purchase Order for the duration case of the Suppliera SUBLICENSEE’s performance of its obligations policy, by said SUBLICENSEE -- and thereafter for a period of 6 years, must specify HHMI Indemnitees and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML MICHIGAN Indemnitees as an additional insured and where applicable. LICENSEE shall waive any rights furnish certificate(s) of subrogation against NPML. The such insurance policies shall in no way define or limit the obligation of Supplier in the event of lossto MICHIGAN prior to FIRST COMMERCIAL SALE. 10.5 IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM ANY BREACH OR DEFAULT OF THIS AGREEMENT.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML NPL (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLNPL’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML NPL indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML NPL in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLNPL’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLNPL). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML NPL (including without limitation those awarded against NPML NPL in any such suit or proceeding) and, at NPMLNPL’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML NPL to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML NPL the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML NPL in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLNPL’s property or premises); (c) any liability it may have to NPML NPL arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML NPL on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML NPL as an additional insured and shall waive any rights of subrogation against NPMLNPL. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier (a) Each party shall indemnify NPML (indemnify, defend and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) hold harmless the other party from and against any actionand all liability and damage and all such claims and demands of any kind and nature, claim, demand, damages, cost, charge or expenses (including but not limited to reasonable legal fees, internal processing costs, rework and remanufacturing costs) counsel fees arising out of any injury or in connection with NPML’s Purchase Orderdamage however occurring which shall or may occur on or about the Premises or adjacent streets, to sidewalks, curbs and parking areas and from and against any matter or thing arising out of the extent that breach of any covenant or condition of this Lease or the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the carelessness, negligence or wilful misconduct improper conduct of Supplierthe indemnifying party or its, or its directorsagents, servants, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Ordercustomers. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) Tenant shall provide and keep in full force and effect at Tenant’s sole cost and expense for the benefit of the Landlord and Tenant, comprehensive public liability under law for any person employed by insurance, acceptable to Landlord, with companies authorized to do business in the Supplier State of New York in which the limits of coverage shall not be less than Ten Million Dollars ($10,000,000.00) combined single limit per occurrence (the minimum limits of the comprehensive general liability policy of insurance shall in no way limit or diminish Tenant’s liability hereunder) and property insurance, acceptable to Landlord, providing all fixtures, personalty and equipment on, in or about appurtenant to the performance Premises, including all additions and improvements with insurance against loss or damage by fire with all standard extended coverage which limits of coverage shall not be less than Five Million Dollars ($5,000,000.00) (the minimum limits of the Suppliercomprehensive general liability policy of insurance shall in no way limit or diminish Tenant’s obligations liability hereunder). Said policy or policies of insurance shall name the Landlord, including for workers compensationand any mortgagee of Landlord, work cover as applicable, as an additional insured and/or loss payee, as applicable, shall contain a waiver of subrogation against Landlord and shall provide that said policy or similar liabilities policies may not be canceled prior to the transmission to the Landlord of Supplier thirty (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises);30) days’ written notice. (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and Tenant shall provide to NPML on request valid deliver certificates of insurance in respect thereoffor all insurance required pursuant to this Lease to the Landlord prior to the beginning of the term of this Lease and thereafter not less than thirty days prior to the expiration of any such policy. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in In the event of lossTenant shall fail to furnish any insurance herein required, Landlord may (but is not obligated to) obtain said insurance and pay the premium therefor and the premium so paid by Landlord shall be deemed Additional Rent payable by Tenant on demand.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Anti- Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or law, contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLNPML provided that the Supplier shall inform NPML of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-non- infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier shall 21.1 The parties mutually agree that, at all times, each will save the other harmless, defend and indemnify NPML (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damagesliabilities and damages (including suits for infringement of trademarks), costswhich may, charges and expenses suffered in any manner, be imposed upon or incurred by NPML in respect either party as a consequence of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of any act, default or omission on the transportation part of either party, or their/its employees or agents, all in connection with the operation of their/its business and delivery that of any affiliate or subsidiary, or in other words, the Goods; andparty hereto in default will bear the burden as outlined above. PAGE 11 OF MASTER LICENSE AGREEMENT (d) where 21.2 Licensee shall carry the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order following insurance: Workmen's Compensation for the duration employees of Licensee to the Supplier’s performance full extent legally required; Comprehensive public liability in limits of its obligations $300,000.00/$500,000.00 for bodily injury and thereafter $2,000,000.00 for a period of 6 yearsproperty damages. 21.3 The foregoing insurance policies shall cover DTR, Malco and Licensee, and shall provide be written by companies reasonably satisfactory to NPML on request valid certificates DTR. Certificates for such policies with DTR, exhibitor and landlord as added insureds and loss payees shall be furnished by Licensee to Malco. The premiums required to keep said insurance policies in full force and effect shall be paid by Licensee. If Licensee fails to do so, either DTR or Malco may effect such insurance, pay the premiums thereof, charge the same to Licensee, and be reimbursed from the gross receipts of the business of Licensee. Such policy or policies shall be in such form and with such insurance in respect companies as shall be reasonably satisfactory to Landlord with provision for at least twenty (20) days' notice to Malco and landlord of cancellation. At least ten (10) days before the expiration of any such policy Licensee shall supply Landlord and DTR with a substitute therefor with evidence of payment of the premiums thereof. Such insurance If such premiums shall not be so paid and/or the policies therefor shall name NPML as an additional insured not be so delivered, then Landlord or DTR may procure and/or pay for the same and the amounts so paid by Landlord, with interest thereon at the rate of six (6%) percent per annum from time of payment, shall waive any rights be collected out of subrogation against NPML. The insurance policies shall in no way define gross revenues or limit the obligation of Supplier in the event of lossinterest.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML REPRESENTATIONS, STATUS 14.01 DUKE, MCMASTER, and their Boards of Governors, trustees, officers, employees, students, invitees, and agents (collectively, “DUKE Indemnitees”) will be indemnified, defended by counsel acceptable to DUKE, and its successors held harmless by Licensee from and assigns) in respect of all lossagainst any claim, liability, cost, expense, damage, deficiency, loss or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Claims”) based upon, arising out of, or otherwise relating to Licensee’s exercise of the rights granted under this Agreement, including, but not limited to any such action relating to product liability or injury whatsoever involving the use of Inventions or Licensed Products, Licensed Processes, or Licensed Services by Licensee, Licensee’s sublicensees, or their customers or end-users. The previous sentence will not apply to any person Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence, willful misconduct, or property (including third parties and property) and against failure to comply with any actionapplicable laws, claimrules, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out regulations of or by a DUKE Indemnitee. 14.02 Licensee must maintain in connection force at its sole cost and expense, with NPML’s Purchase Orderlicensed and reputable insurance companies, general liability insurance and, prior to the extent administration of any Licensed Product for human therapeutic use, products liability insurance coverage in amounts reasonably sufficient to protect against liability under Article 14.01 above. DUKE has the right to ascertain from time to time that the same shall have been caused or contributed such coverage exists, such right to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplierbe exercised in a reasonable manner. *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or its directorsMARKED BY [***], employees or agentsHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase OrderAS AMENDED. 11.2 Supplier shall also hold NPML indemnified from and against all actions14.03 DUKE AND MCMASTER MAKE NO WARRANTIES OF ANY KIND. IN PARTICULAR, claimsTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOR IS THERE A WARRANTY THAT THE USE OF THE PATENT RIGHTS AND/OR KNOW-HOW WILL NOT INFRINGE ANY PATENT, demandsCOPYRIGHT, damagesTRADEMARK OR OTHER RIGHTS. IN ADDITION, costsNOTHING IN THIS AGREEMENT MAY BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY DUKE OR MCMASTER OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third partySAFETY, which may be infringed (or claimed to be infringed) by the GoodsEFFICACY, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML)OR USEFULNESS, FOR ANY PURPOSE, OF THE PATENT RIGHTS. Supplier shall pay all damagesDUKE AND MCMASTER HAVE NO OBLIGATION, costsEXPRESS OR IMPLIED, chargeTO SUPERVISE, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) andMONITOR, at NPML’s discretionREVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, either (i) at Supplier’s expenseMANUFACTURE, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance coverTESTING, at Supplier’s expenseMARKETING OR SALE OF ANY LICENSED PRODUCT OR LICENSED SERVICE. DUKE AND MCMASTER HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, acceptable to NPML in respect ofLOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: (a) such liabilities as are envisaged in clause 11.1the production, use, practice, lease, or sale of any Licensed Product, Licensed Process or Licensed Service; (b) liability under law for any person employed by the Supplier in use or about the performance practice of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises);Patent Rights; or (c) any liability advertising or other promotional activities. 14.04 Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that it shall be the responsibility of Licensee to secure the necessary rights under any Third Party intellectual property rights that may have be required, as determined by DUKE or Licensee, for Licensee, its Affiliates, or their sublicensees to NPML arising out practice the Patent Rights and to exercise any and all of the transportation and delivery rights granted under Article 2. 14.05 Neither party is an agent of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order other party for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of losspurpose whatsoever.

Indemnity Insurance. 11.1 Supplier (A) To defend with counsel first approved by Landlord (which approval shall not be unreasonably withheld or delayed), save harmless, and indemnify NPML (and its successors and assigns) in respect of all Landlord from any liability for injury, loss, damage, liability accident or injury whatsoever involving damage to any person or property (including third parties property, and property) from any claims, actions, proceedings and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or costs in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML therewith (including without limitation those awarded against NPML in any such suit or proceedingreasonable counsel fees) and, at NPML’s discretion, either (i) at Supplier’s expensearising from or claimed to have arisen from (a) the omission, obtain through negotiation fault, willful act, negligence or other misconduct of Tenant or Tenant's contractors, licensees, invitees, agents, servants, independent contractors or employees or (b) any use made or thing done or occurring on the right for NPML Premises not due to purchase and/or use the Goods; omission, fault, willful act, negligence or other misconduct of Landlord, or (ii) rework resulting from the Goods so as failure of Tenant to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderperform and discharge its covenants and obligations under this Lease. 11.3 Supplier shall (B) To maintain commercial general liability insurance coveror comprehensive general liability insurance written on an occurrence basis with a broad form comprehensive liability endorsement covering the Premises insuring Landlord and Landlord's managing agent (and such persons as are in privity of estate with Landlord and Landlord's managing agent as may be set out in notice from time to time) as additional insureds as well as Tenant with limits which shall, at Supplier’s expensethe commencement of the Lease Term, acceptable be at least equal to NPML those stated in respect of: (a) Section 1.1 and from time to time after the Original Term shall be for such liabilities higher limits, if any, as are envisaged customarily carried in clause 11.1; Greater Boston by similar tenants with respect to similar properties, and worker's compensation insurance with statutory limits covering all of Tenant's employees working in the Premises, and to deposit with Landlord on or before the Commencement Date and concurrent with all renewals thereof, certificates for such insurance, the certificate for the commercial or comprehensive general liability insurance bearing the endorsement that such policy will not be canceled until after thirty (b30) liability under law for any person employed days' written notice to Landlord. All insurance required to be maintained by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who Tenant pursuant to this Lease shall be liable maintained with responsible companies qualified to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation do business, and delivery of the Goods; and (d) where the Supplier has design obligationsin good standing, professional indemnity insurance of an amount stated in the Purchase Order for the duration Commonwealth of the Supplier’s performance Massachusetts and which have a rating of its obligations at least "A-" and thereafter for are within a period financial size category of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier not less than "Class VIII" in the event of lossmost current Best's Key Rating Guide or such similar rating as may be reasonably selected by Landlord if such Guide is no longer published.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall India (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLPall India’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML Pall India indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall India in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLPall India’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLPall India). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML Pall India (including without limitation those awarded against NPML Pall India in any such suit or proceeding) and, at NPMLPall India’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML Pall India to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML Pall India the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML Pall India in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLPall India’s property or premises); (c) any liability it may have to NPML Pall India arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order Order, or if no amount is stated, USD$1,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML Pall India on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML Pall India as an additional insured and shall waive any rights of subrogation against NPMLPall India. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall China (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s the Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms Terms and conditions Conditions of Purchase or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML Pall China indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall China in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed claim to be infringed) by the Goods, or services supplied under NPML’s the Purchase Order (except infringement resulting from adherence to the Specifications provided by Pall China to Supplier by NPML). Supplier shall pay all damages, costs, chargecharges, expenses and legal fees incurred by NPML Pall China (including without limitation those awarded against NPML Pall China in any such suit or proceedingproceedings) and, at NPMLPall China’s discretion, either (i) at Supplier’s ’ s expense, obtain through negotiation the right for NPML Pall China to purchase and/or use the Goods; , or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; , or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML Pall China the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML Pall China in respect of: (a) such liabilities as are envisaged in clause Clause 11.1; (b) liability under at law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLPall China’s property or premises);; and (c) any liability it may have to NPML Pall China arising out of the transportation and delivery of the Goods; and. (d) where 11.4 In the event the Supplier has design obligations, professional indemnity Supplier agrees to obtain and maintain all requisite insurances, from a registered insurance company, deemed appropriate given the nature of an amount stated in the services to be provided by the Supplier, and which are typically held by other suppliers providing similar services. If such insurances are mandatory under existing legislation or become mandatory due to any legislation enacted after the date of the Purchase Order Order, the Supplier agrees to immediately obtain the required insurances during the course of providing the services to Pall China. It is understood by the Supplier that obtaining and maintaining of such insurances is the Supplier’s sole responsibility, and shall be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall . 11.5 Supplier agrees to provide to NPML Pall China on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit such insurances required to be effected by the obligation of Supplier in the event of losspursuant to this Clause 11.

Indemnity Insurance. 11.1 Supplier (a) Subtenant shall indemnify NPML (indemnify, defend and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified harmless Sublandlord from and against all claims, actions, claimslosses, demandscosts, damages, costsexpenses and liabilities, charges including, without limitation, reasonable attorneys’ fees and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party(collectively, “Claims”), which Sublandlord may be infringed (incur or claimed to be infringed) pay by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either reason of (i) at Supplierany accidents, damages or injuries to persons or property occurring in or on the Subleased Premises during Subtenant’s expenseoccupancy thereof, obtain whether caused or claimed by Subtenant or its employees, agents, customers, contractors, invitees, or any other person claiming through negotiation the right for NPML to purchase and/or use the Goods; or under Subtenant, (ii) rework any work done in or to the Goods so as to make them non-infringing while preserving their original functionality; Subleased Premises by Subtenant and/or Subtenant’s employees, agents, contractors, invitees or any other person claiming through or under Subtenant, (iii) replace any violation of the Goods with functionally equivalent non- infringing Goods; terms of this Sublease or default hereunder by Subtenant that causes a default under the Prime Lease, or (iv) refund NPML any negligence or intentional misconduct on the amounts hereunderpart of Subtenant and/or Subtenant’s employees, agents, customers, contractors, invitees, or any other person claiming through or under Subtenant. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance Before taking possession of the Supplier’s obligations hereunderSubleased Premises, including for workers compensationSubtenant shall procure and throughout the Sublease Term it shall maintain all insurance that Sublandlord is required to maintain under the Prime Lease, work cover or similar liabilities naming Sublandlord and Prime Landlord (and its designees) and any mortgagee of Supplier (who shall be liable Prime Landlord, and any other parties required pursuant to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises);the Prime Lease, as additional insureds. (c) any liability it Sublandlord shall indemnify, defend and hold harmless Subtenant from and against all Claims that Subtenant may have to NPML arising out incur or pay solely by reason of the transportation and delivery gross negligence or intentional misconduct on the part of the Goods; andSublandlord and/or its employees, agents, contractors or any other person claiming through or under Sublandlord. (d) where Notwithstanding any provision herein to the Supplier has design obligationscontrary, professional indemnity insurance the provisions of an amount stated in the Purchase Order for the duration this Section 8 shall survive expiration of the Supplier’s performance Sublease Term or earlier termination of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossthis Sublease.

Indemnity Insurance. 11.1 Supplier 12.1 Landlord shall indemnify NPML (and its successors and assigns) in respect not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of all lossGod, damagepublic enemy, liability injunction, riot, strike, insurrection, war, court order, requisition or injury whatsoever involving order of governmental body or authority, any person similar matter, or property (including third parties and property) and against any actionother cause whatsoever, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by except for the negligence or wilful misconduct of SupplierLandlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or its directors, employees or to Tenant’s agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity servants, employees, customers or invitees and Tenant shall be in addition to any other remedies afforded by law or contract indemnify, defend and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified Landlord harmless from and against any and all actionsfines, suits, claims, demands, damageslosses, costsliabilities, charges actions and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML costs (including without limitation those awarded against NPML in any such suit or proceedingcourt costs and attorney’s fees) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: arising from (a) such liabilities as are envisaged in clause 11.1; any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) liability under law for Tenant’s use of the Premises or the conduct of Tenant’s business or profession, (c) any person employed activity, work, or thing done, permitted or suffered by the Supplier Tenant in or about the Premises or (d) any breach or default in the performance of any obligation on Tenant’s part to be performed under the Supplierterms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM 12.2 Landlord, at Tenant’s obligations hereundersole cost, including may maintain commercial general liability insurance, rent loss insurance and fire and extended coverage insurance upon the Building in such amounts as Landlord may from time to time determine (“Landlord’s Insurance”). Tenant shall pay the cost of Landlord’s Insurance to Landlord within thirty (30) days after Landlord delivers to Tenant a statement for workers compensationsame. 12.3 Tenant, work cover or similar liabilities at Tenant’s sole expense, shall obtain and maintain during the Lease Term property insurance for full replacement cost (without deduction for depreciation) upon all improvements and fixtures situated in the Premises and not covered by Landlord’s Insurance, and upon the contents of Supplier the Premises, which insurance shall provide protection against perils included within any ISO Special Form property insurance policy written by an admitted insurer in Texas, together with insurance against sprinkler damage (who but Landlord makes no representation that the Building is equipped with a sprinkler system). Tenant expressly agrees that the proceeds of any such insurance shall be liable used for the repair or replacement of the property damaged or destroyed unless this Lease terminates as provided herein. 12.4 Each party hereto hereby waives any cause of action it might have against the other party on account of any loss or damage that is insured against under any property insurance policy (to its employees for the extent that such matters even if they undertake performance of services loss or delivery of Goods on damage is recoverable under such insurance policy) that covers the Building, the Premises, Landlord’s or about NPMLTenant’s fixtures, personal property or premises);business and which names Landlord or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will provide to the other party evidence that its insurance carrier has endorsed all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. 12.5 Tenant shall, at Tenant’s expense, maintain a policy or policies of commercial general liability insurance and liquor liability insurance pertaining to Tenant’s use and occupancy of the Premises hereunder; such insurance to afford protection with limits of not less than Two Million Dollars (c$2,000,000) combined single limit coverage for bodily injury, death to any one person or property damage in any one occurrence. Additionally, Tenant shall maintain umbrella liability coverage with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) in excess of the underlying coverages. The insurance coverage required under this Article 12 shall extend to any liability it may have to NPML of Tenant arising out of the transportation and delivery Tenant’s indemnity obligations under this lease. The adequacy of the Goods; andcoverage afforded by said insurance shall be subject to review by Landlord from time to time, and if Landlord is advised by Landlord’s insurance agent that a prudent businessman in Xxxxxxxxxx County, Texas, operating a business similar to that operated by Tenant upon the Premises, would increase the limits of said insurance, Tenant shall to that extent increase the insurance coverage required by this Section 12.5. In addition to the remedies provided in Article 18 of this Lease, if Tenant fails to maintain the insurance required by this Section, Landlord may, but is not obligated to, obtain such insurance, and Tenant shall pay to Landlord upon demand as additional Rent the premium cost thereof plus interest at the Past Due Rate from the date of payment by Landlord until repaid by Tenant. (d) where the Supplier has design obligations, professional indemnity 12.6 All policies of insurance of an amount stated which Tenant is required to carry shall be issued in the Purchase Order for the duration of the Supplier’s performance of its obligations forms required herein by good and thereafter for a period of 6 years, and shall provide solvent insurance companies licensed to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier do business in the event State of loss.Texas with

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall Beijing (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s the Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms Terms and conditions Conditions of Purchase or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML Pall Beijing indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall Beijing in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed claim to be infringed) by the Goods, or services supplied under NPML’s the Purchase Order (except infringement resulting from adherence to the Specifications provided by Pall Beijing to Supplier by NPMLSupplier). Supplier shall pay all damages, costs, chargecharges, expenses and legal fees incurred by NPML Pall Beijing (including without limitation those awarded against NPML Pall Beijing in any such suit or proceedingproceedings) and, at NPMLPall Beijing’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML Pall Beijing to purchase and/or use the Goods; , or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; , or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML Pall Beijing the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML Pall Beijing in respect of: (a) such liabilities as are envisaged in clause Clause 11.1; (b) liability under at law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLPall Beijing’s property or premises);; and (c) any liability it may have to NPML Pall Beijing arising out of the transportation and delivery of the Goods; and. (d) where 11.4 In the event the Supplier has design obligations, professional indemnity Supplier agrees to obtain and maintain all requisite insurances, from a registered insurance company, deemed appropriate given the nature of an amount stated in the services to be provided by the Supplier, and which are typically held by other suppliers providing similar services. If such insurances are mandatory under existing legislation or become mandatory due to any legislation enacted after the date of the Purchase Order Order, the Supplier agrees to immediately obtain the required insurances during the course of providing the services to Pall Beijing. It is understood by the Supplier that obtaining and maintaining of such insurances is the Supplier’s sole responsibility, and shall be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall . 11.5 Supplier agrees to provide to NPML Pall Beijing on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit such insurances required to be effected by the obligation of Supplier in the event of losspursuant to this Clause 11.

Indemnity Insurance. 11.1 Supplier 13.1 Landlord shall procure and maintain throughout the term of this lease a policy or policies of insurance, at its sole cost and expense (but subject to Article [XVIII] below), causing the Building to be insured under standard fire and extended coverage insurance and liability insurance (plus whatever endorsements or special coverages Landlord, in its sole discretion, may consider appropriate), to the extent necessary to comply with Landlord's obligations pursuant to other provisions of this lease. 13.2 Landlord shall not be liable to Tenant or to tenant's employees, agents, or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the Demised Premises or the Common Area unless the same are caused by the negligence or misconduct of Landlord, its agents or its employees, Tenant shall be liable for any such injuries or damages caused by the negligence or misconduct of Tenant's employees, subtenants, licensees or concessionaires or of any other person entering the Building under express or implied invitations of tenant, or arising out of the use of the Demised Premises by Tenant and the conduct of its business therein, or arising out of any breach or default by Tenant in the performance of its obligations hereunder and Tenant hereby agrees to indemnify NPML (Landlord and its successors and assigns) in respect of all hold Landlord harmless from any loss, damageexpense or claims arising out of such damage or injury. 13.3 Tenant shall procure and maintain throughout the term of this lease a policy or policies of insurance, at its sole cost and expense, causing Tenant's fixtures and contents to be insured under standard fire and extended coverage insurance and, with regard to liability insurance, insuring both Landlord and tenant against all claims, demands or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) actions arising out of or in connection with NPML’s Purchase OrderTenant's use or occupancy of the Demised Premises, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence conditions of the Demised Premises. The limits of Tenant's liability policy or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity policies shall be in addition to any other remedies afforded by law or contract and shall survive termination an amount of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML not less than $500,000.00 Combined Single Limit in respect of any patents or other intellectual property rights of a third partyone occurrence, which may be infringed (or claimed and to be infringedwritten by insurance companies satisfactory to Landlord. Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least twenty (20) by the Goods, days prior to cancellation of such insurance. Such policies or services supplied under NPML’s Purchase Order duly executed certificates thereof will be furnished to Landlord at least thirty (except infringement resulting from adherence 30) days prior to the Specifications provided expiration of the respective policy terms. If Tenant should fail to Supplier by NPML)comply with the foregoing requirements relating to insurance, such failure shall constitute an event of default hereunder. Supplier Notwithstanding any other rights or remedies Landlord may have for such default, and without waiving any of same, Landlord may, but shall not be obligated o, obtain such insurance and Tenant shall pay all damages, costs, charge, expenses and legal fees incurred to Landlord on demand as additional rent hereunder the premium cost thereof plus interest at the maximum contractual rate (but in no event to exceed 1 1/2% per month) from the date of payment by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderLandlord until repaid by Tenant. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law 13.4 Landlord and Tenant hereby waive any right of subrogation against the other for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML loss arising out of the transportation and delivery damage to or destruction of the Goods; and (d) where Demised Premises or contents thereof when such loss is caused by any periods including within either party's insurance provisions, but only to the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration extent of the Supplier’s performance insurance proceeds received. This agreement shall be binding whether or not such damage or destruction is caused by negligence of its obligations and thereafter for a period of 6 yearseither party or their agents, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define employees or limit the obligation of Supplier in the event of lossvisitors.

Indemnity Insurance. 11.1 Supplier PCSC shall maintain products liability insurance on the Products with a broad form vendors' endorsement. A certificate of insurance shall be provided to DEALER upon DEALER's written request therefor. 11.2 DEALER agrees to and shall indemnify NPML and hold PCSC harmless against any and all liability, damage or expense (including costs and attorney's fees and expenses) by reason of, arising out of, or relating to, any acts, duties, obligations or omissions of DEALER or of DEALER's employees, representatives or agents, in connection with DEALER's performance under this Agreement, and DEALER shall, at the request of PCSC, assume the defense of any demand, claim, action, suit or proceeding brought against PCSC by reason thereof and pay any and all damages assessed against, or that are payable by, PCSC as the result of the disposition of any such demand, claim, action, suit or proceeding. Notwithstanding the foregoing, PCSC may be represented in any such action, suit or proceeding at its successors own expense and assigns) by its own counsel. In addition, DEALER agrees to reimburse PCSC for any and all costs and attorney's fees and expenses incurred by PCSC in respect successfully enforcing the provisions of all this paragraph, whether by prosecution of a lawsuit or otherwise. The provisions of this paragraph shall survive indefinitely the termination of this Agreement. 11.3 DEALER shall procure and maintain, in full force and effect, a comprehensive general liability insurance policy or policies with the standard Insurance Service Office broad form endorsement, deleting exclusion B1 from the personal injury section, protecting DEALER and PCSC and their officers and employees against any loss, damage, liability or injury whatsoever involving expense whatsoever, including, without limitation, any person loss, liability or expense due to personal injury, death or property (including third parties and property) and against any action, claim, demand, damages, cost, charge damage or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) otherwise arising out of or occurring in connection with NPML’s Purchase Orderthe business of DEALER. PCSC shall be an additional insured in such policy or policies, which shall be written by a responsible insurance company or companies licensed to do business in the extent states in which DEALER conducts its business and not unacceptable to PCSC, with a combined single limit of not less than $1,000,000 for bodily injury or death and for property damage. Such policy or policies shall provide that they will not be cancelled or altered without at least thirty (30) days prior written notice to PCSC. Within ten (10) days after execution of this Agreement, DEALER shall furnish PCSC with a certificate of such insurance, together with satisfactory evidence that the same shall premiums therefor have been caused or contributed to by any breach by Supplier paid. Maintenance of Supplier’s obligations under these terms such insurance and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance by DEALER of its obligations under this paragraph shall not relieve DEALER of liability under the indemnity provisions hereinabove set forth in Paragraph 11.2. 11.4 DEALER shall procure and thereafter for maintain, in full force and effect, Worker's Compensation Insurance, within the limits required by applicable Federal and state statutes. Within ten (10) days after execution of this Agreement, DEALER shall furnish PCSC with a period of 6 years, and shall provide to NPML on request valid certificate or certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit such insurance, together with satisfactory evidence that the obligation of Supplier in the event of losspremiums therefor have been paid.

Indemnity Insurance. 11.1 Supplier (a) Tenant shall maintain in responsible companies qualified to do business and in good standing in Massachusetts with at least an “A” rating in “Best’s Insurance Reports”, a policy of commercial general public liability insurance covering the Demised Premises and the business operations by Tenant, insuring Landlord and Lincoln Property Company as well as Tenant with limits which shall, at the Commencement Date, be at least equal to those stated in Section 1.1 and from time to time during the Term shall be for such higher limits, if any, as are customarily carried in the Quincy/Braintree area with respect to similar properties, and workers’ compensation insurance with statutory limits covering all of Tenant’s employees working in the Demised Premises. Landlord may accept coverage from an insurer having less than an “A” rating (but not less than “B”) provided evidence satisfactory to Landlord is furnished as to such insurer’s financial condition and standing in the industry. Not later than ten (10) days prior to the Commencement Date, Tenant shall deposit with Landlord certificates for such insurance naming Landlord and Lincoln Property Company as additional insureds, and all renewals thereof bearing the endorsement that the policies will not be canceled, modified or unrenewed until at least after twenty (20) days’ written notice to Landlord. (b) Tenant shall defend with counsel first approved by Landlord, save harmless, and indemnify NPML (Landlord, its agents and its successors and assigns) in respect employees, from any demands, claims, causes of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claimfines, demandpenalties, damages, costlosses, charge or liabilities, judgments and expenses (including reasonable legal fees, internal processing costs, rework attorneys’ fees and remanufacturing court costs) (i) arising out from (A) the omission, fault, willful act, negligence or other misconduct of Tenant, its agents, employees and invitees, or in connection with NPML’s Purchase Order, (B) from any use made or thing done or occurring on the Demised Premises not due to the extent omission, fault, willful act, negligence or other misconduct of Landlord, its agents, employees and/or representatives, or (ii) resulting from the failure of Tenant to perform and discharge its covenants and obligations under this Lease. (c) Tenant shall keep its furnishings, fixtures, equipment, effects and property of every kind, nature and description insured with responsible companies qualified to do business and in good standing in Massachusetts, against loss or damage by fire, with the usual standard coverage endorsements, at full replacement cost, it being understood that the same Landlord shall have been no obligation to repair or replace such items in any event, unless damage was caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful willful misconduct of SupplierLandlord, or its directorsagents, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Orderand/or representatives. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier 12.01 LICR shall indemnify NPML (indemnify, hold harmless and defend 4AB and its successors directors, officers, agents and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) employees from and against any actionloss, claim, demandcosts (including reasonable attorney’s fees), damages, costinjury, charge liability, claims, demands, or expenses causes of action (including reasonable legal fees, internal processing costs, rework and remanufacturing costs“LIABILITY”) arising out of or resulting from (a) personal injury or death in connection with NPMLLICR’s Purchase Orderactivities hereunder; (b) LICR’s use, handling, storage or disposal of any materials or information; (c) any negligent act or omission or willful misconduct of LICR or LICR’s employees or agents; (d) any act or omission of LICR as an employer; or (e) any debt or other duty of any kind or amount owed to a LICR subcontractor, except to the extent that any such LIABILITY is incurred as a result of the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the gross negligence or wilful willful misconduct of Supplier4AB. 12.02 4AB shall indemnify, or its hold harmless and defend LICR and Memorial Xxxxx-Xxxxxxxxx Cancer Center and their directors, employees or agentsofficers, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract agents and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified employees, from and against all actions, claims, demands, damages, costs, charges and expenses suffered any LIABILITY arising out of or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged personal injury or death in clause 11.1; connection with 4AB’s activities hereunder; (b) liability under law for 4AB’s use, handling, storage or disposal of any person employed by the Supplier in materials or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); information; (c) any liability it may have negligent act or omission or willful misconduct of 4AB or 4AB’s employees, or agents; (d) any act or omission of 4AB as an employer; (e) any debt or other duty of any kind or amount owed to NPML a 4AB subcontractor; or (f) arising out of this Agreement, except to the transportation and delivery extent that any such LIABILITY is incurred as a result of the Goods; andgross negligence or willful misconduct of any such indemnitee. This indemnification shall also include, but not be limited to, any product liability. (d) where the Supplier has design obligations12.03 4AB shall maintain insurance with limits, professional indemnity insurance which are consistent with industry standards to cover 4AB’s activities in connection with this Agreement. 12.04 Except as otherwise expressly set forth in this Agreement, neither party makes any representations and extends no warranties of an amount stated in the Purchase Order for the duration any kind, either express or implied, including but not limited to warranties of the Supplier’s performance of its obligations and thereafter merchantability, fitness for a period particular purpose, validity of 6 yearspatent rights claims issued or pending, and shall provide to NPML on request valid certificates or non-infringement of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossthird party rights.

Indemnity Insurance. 11.1 Supplier 10.1 LICENSEE shall defend, indemnify NPML (and its successors hold harmless and assigns) in respect of all lossshall require SUBLICENSEES to defend, damage, liability or injury whatsoever involving any person or property (including third parties indemnify and property) hold harmless DUKE for and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costslosses, charges and expenses suffered or incurred by NPML in respect of any patents nature (including attorneys’ fees and other litigation expenses) arising from claims, suits, actions or proceedings brought against DUKE (including in connection with a suit under which DUKE is joined as a necessary party) (hereinafter “Claim”), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability, including errors and omissions, arising from or in connection with, any of the following: (1) Any manufacture, use, SALE or other intellectual property rights disposition by LICENSEE or SUBLICENSEES of LICENSED PRODUCTS or LICENSED PROCESSES; (2) The use by any person of LICENSED PRODUCTS made, used, sold or otherwise distributed by LICENSEE or SUBLICENSEES; (3) The exercise or practice by LICENSEE or SUBLICENSEES of the license granted to LICENSEE under the PATENT RIGHTS; and (4) any Claim of infringement and/or invalidity of any claim(s) of the PATENT RIGHTS; except in each case to the extent arising from the gross negligence, willful misconduct or breach of this Agreement by DUKE as determined by a court of competent jurisdiction. 10.2 As a condition of DUKE’s right to receive indemnification under Paragraph 10.1, DUKE will promptly provide LICENSEE with written notice of any Claim giving rise to an indemnification obligation hereunder, and LICENSEE will have the right to control the defense and settlement of any such Claim using counsel chosen by LICENSEE. DUKE will provide LICENSEE, or its counsel, reasonable assistance and full information with respect to such Claims. DUKE is entitled to participate at its option and expense through counsel of its own selection and may join in any legal actions related to any such Claims under Paragraph 10.1 above. LICENSEE shall not settle any such Claim with an admission of liability of DUKE without DUKE’s written approval, such approval not to be unreasonably withheld or delayed. 10.3 If DUKE is successful in a claim against LICENSEE as a result of LICENSEE’s breach hereof, then among other things DUKE shall be able to obtain its documented, out-of-pocket expenses, including attorneys’ fees, incurred in bringing and maintaining such claim. 10.4 Prior to any distribution or commercial use of any LICENSED PRODUCT or use of any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect commercial general liability insurance, product liability insurance, and errors and omissions insurance (or a comparable program of self-insurance) which shall protect LICENSEE and DUKE with respect to the events covered by Paragraph 10.1, and LICENSEE shall require the same of any SUBLICENSEE. Each such insurance policy must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed or otherwise distributed by LICENSEE -- or, in the case of a third partySUBLICENSEE’s policy, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses said SUBLICENSEE -- and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML must specify DUKE as an additional insured and insured. LICENSEE shall waive any rights furnish proof of subrogation against NPML. The such insurance policies shall in no way define or limit the obligation of Supplier in the event of lossto DUKE, upon request.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML NPL (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLNPL’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or law, contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML NPL indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML NPL in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLNPL’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLNPL provided that the Supplier shall inform NPL of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML NPL (including without limitation those awarded against NPML NPL in any such suit or proceeding) and, at NPMLNPL’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML NPL to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML NPL the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML NPL in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLNPL’s property or premises); (c) any liability it may have to NPML NPL arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML NPL on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML NPL as an additional insured and shall waive any rights of subrogation against NPMLNPL. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier (a) During the Sublease Term, Subtenant shall indemnify NPML (have sole custody and its successors control of the Premises. Accordingly, Subtenant shall indemnify, defend and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) hold harmless Sublandlord from and against any actionall claims, claimactions, demandlosses, costs, damages, costexpenses and liabilities, charge including, without limitation, reasonable attorneys’ fees and expenses, which Sublandlord may incur or expenses pay by reason of (including reasonable legal feesi) any accidents, internal processing costsdamages or injuries to persons or property occurring in, rework and remanufacturing costs) arising out of on or in connection with NPML’s Purchase Orderabout the Premises, except to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful willful misconduct of SupplierSublandlord and/or Sublandlord’s employees, agents, contractors, employees and invitees (subject to the terms of Section 8 hereof) (ii) any breach or default hereunder on Subtenant’s part, (iii) any work done or Alterations performed in or to the Premises by Subtenant and/or Subtenant’s employees, agents, contractors, invitees or any other person claiming through or under Subtenant, or its directors(iv) any act, employees omission or negligence on the part of Subtenant and/or Subtenant’s employees, agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to customers, contractors, invitees, or any other remedies afforded by law person claiming under or contract under through Subtenant. Sublandlord shall indemnify, defend and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified harmless Subtenant from and against all claims, actions, claimslosses, demandscosts, damages, costsexpenses and liabilities, charges including, without limitation, reasonable attorneys’ fees and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third partyexpenses, which Subtenant may be infringed (or claimed to be infringed) incur and pay by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either reason of (i) at Supplierany breach or default hereunder or under the Lease on Sublandlord’s expensepart, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework Sublandlord’s failure to timely pay the Goods so as Base Rent or Additional Rent to make them non-infringing while preserving their original functionality; the Landlord pursuant to the Lease. The respective indemnification provisions of this Sublease are subject to the waiver of subrogation and insurance provisions of this Sublease and the incorporated provisions of the Lease, with the understanding that neither party shall be liable to the other for consequential, indirect, punitive or special damages (iii) replace but nothing contained herein shall relieve Subtenant of liability to Sublandlord for holding over after the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML end of the amounts hereunderSublease Term). 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability Subtenant shall (i) maintain with respect to the Premises all insurance that Sublandlord is required to maintain under law for the Lease, naming Sublandlord, Landlord and any person employed other parties required by the Supplier Lease as additional insureds or loss payees, as applicable, and (ii) prior to the Sublease Commencement Date, and in or about the performance advance of taking possession of the Supplier’s obligations hereunderPremises, performing any work, or moving in any of its personal property, shall deliver to Sublandlord appropriate certificates of such insurance, including for workers compensation, work cover copies of endorsements or similar liabilities clauses in the applicable insurance policies that evidence waivers of Supplier (who subrogation and naming of additional insureds. Subtenant shall be liable deliver to its employees for Sublandlord evidence of each renewal or replacement of a policy prior to the expiration of such matters even if they undertake performance of services or policy. If Landlord requires sooner delivery of Goods certificates of insurance, Subtenant shall furnish the same on or about NPML’s property or premises);a timely basis. (c) any liability it may have Anything contained in this Sublease to NPML arising out the contrary notwithstanding, Subtenant acknowledges and agrees with Sublandlord that if Subtenant has not provided the insurance certificates required of Subtenant as of the transportation and delivery Sublease Commencement Date, Sublandlord may refuse to give Subtenant keys to, or possession of the Goods; andPremises until the required certificates of insurance are delivered to Sublandlord but the commencement of the term of this Sublease and Subtenant’s rental obligations shall not be postponed. Sublandlord’s refusal to deliver possession for lack of the required insurance shall not support a right of Subtenant to rescind or any other remedy of Subtenant. The provisions of this paragraph are deemed to be an express “provision to the contrary” within the meaning of New York Real Property Law Section 223-A. (d) where Subject to the Supplier has design obligationsprovisions of Paragraph 7(b) above, professional indemnity Sublandlord shall maintain all insurance that Sublandlord is required to maintain under the Lease. (e) Subtenant’s liability insurance shall name as additional insureds the Landlord and the members, entities or individuals comprising Landlord, and the holder of an amount stated any mortgage on the Building plus Sublandlord and its members, shareholders, employees, officers, directors and agents. Subtenant’s property insurance shall include waiver of subrogation in the Purchase Order for the duration favor of the Supplierparties that are named as additional insureds in Subtenant’s performance liability insurance policies. (f) Sublandlord shall have the same remedies for Subtenant’s breach of its obligations and thereafter this Sublease that Landlord has for a period Sublandlord’s breach of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossLease.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLPall’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML Pall indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLPall’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLPall). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML Pall (including without limitation those awarded against NPML Pall in any such suit or proceeding) and, at NPMLPall’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML Pall to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.or

Indemnity Insurance. 11.1 Supplier 12.1 Landlord shall indemnify NPML (and its successors and assigns) in respect not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of all lossGod, damagepublic enemy, liability injunction, riot, strike, insurrection, war, court order, requisition or injury whatsoever involving order of governmental body or authority, any person similar matter, or property (including third parties and property) and against any actionother cause whatsoever, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by except for the negligence or wilful misconduct of SupplierLandlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or its directors, employees or to Tenant’s agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity servants, employees, customers or invitees and Tenant shall be in addition to any other remedies afforded by law or contract indemnify, defend and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified Landlord harmless from and against any and all actionsfines, suits, claims, demands, damageslosses, costsliabilities, charges actions and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML costs (including without limitation those awarded against NPML in any such suit or proceedingcourt costs and attorney’s fees) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: arising from (a) such liabilities as are envisaged in clause 11.1; any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) liability under law for Tenant’s use of the Premises or the conduct of Tenant’s business or profession, (c) any person employed activity, work, or thing done, permitted or suffered by the Supplier Tenant in or about the Premises or (d) any breach or default in the performance of any obligation on Tenant’s part to be performed under the Supplierterms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES, FROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, BUT IN SUCH EVENT TENANT SHALL NOT BE RESPONSIBLE FOR THAT PORTION OF ANY LOSS WHICH IS HELD TO BE CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES. 12.2 Landlord, at Tenant’s obligations hereundersole cost, including may maintain commercial general liability insurance, rent loss insurance and fire and extended coverage insurance upon the Building in such amounts as Landlord may from time to time determine (“Landlord’s Insurance”). Tenant shall pay the cost of Landlord’s Insurance to Landlord within thirty (30) days after Landlord delivers to Tenant a statement for workers compensationsame. 12.3 Tenant, work cover or similar liabilities at Tenant’s sole expense, shall obtain and maintain during the Lease Term property insurance for full replacement cost (without deduction for depreciation) upon all improvements and fixtures situated in the Premises and not covered by Landlord’s Insurance, and upon the contents of Supplier the Premises, which insurance shall provide protection against perils included within any ISO Special Form property insurance policy written by an admitted insurer in Texas, together with insurance against sprinkler damage (who but Landlord makes no representation that the Building is equipped with a sprinkler system). Tenant expressly agrees that the proceeds of any such insurance shall be liable used for the repair or replacement of the property damaged or destroyed unless this Lease terminates as provided herein. 12.4 Each party hereto hereby waives any cause of action it might have against the other party on account of any loss or damage that is insured against under any property insurance policy (to its employees for the extent that such matters even if they undertake performance of services loss or delivery of Goods on damage is recoverable under such insurance policy) that covers the Building, the Premises, Landlord’s or about NPMLTenant’s fixtures, personal property or premises);business and which names Landlord or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will provide to the other party evidence that its insurance carrier has endorsed all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. 12.5 Tenant shall, at Tenant’s expense, maintain a policy or policies of commercial general liability insurance and liquor liability insurance pertaining to Tenant’s use and occupancy of the Premises hereunder; such insurance to afford protection with limits of not less than Two Million Dollars (c$2,000,000) combined single limit coverage for bodily injury, death to any one person or property damage in any one occurrence. Additionally, Tenant shall maintain umbrella liability coverage with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) in excess of the underlying coverages. The insurance coverage required under this Article 12 shall extend to any liability it may have to NPML of Tenant arising out of Tenant’s indemnity obligations under this Lease. The adequacy of the transportation coverage afforded by said insurance shall be subject to review by Landlord from time to time, and if Landlord is advised by Landlord’s insurance agent that a prudent businessman in Xxxxxx County, Texas, operating a business similar to that operated by Tenant upon the Premises, would increase the limits of said insurance, Tenant shall to that extent increase the insurance coverage required by this Section 12.5. In addition to the remedies provided in Article 18 of this Lease, if Tenant fails to maintain the insurance required by this Section, Landlord may, but is not obligated to, obtain such insurance, and Tenant shall pay to Landlord upon demand as additional Rent the premium cost thereof plus interest at the Past Due Rate from the date of payment by Landlord until repaid by Tenant. 12.6 All policies of insurance which Tenant is required to carry shall be issued in the forms required herein by good and solvent insurance companies licensed to do business in the State of Texas with a Best’s Rating of “A” or higher and a Financial Size Category of VIII or higher. Each such policy shall be issued in the name of Tenant, but Landlord and any other party in interest designated by Landlord (such as Landlord’s lender, partners, partners’ officers, brokers or property managers) shall be named as additional insured parties on the liability policies described herein under a Form CG 2026 1185 (or equivalent). Such policies shall be for the mutual and joint benefit and protection of Tenant, Landlord and any such other party in interest. Executed copies of each policy of commercial general liability insurance shall be delivered to Landlord and such other additional insured parties as Landlord may request prior to the delivery of the Goods; and Premises to Tenant. Thereafter copies of each commercial general liability insurance policy shall be so delivered within thirty (d30) where days before the Supplier has design obligationsexpiration of each existing policy. If any insurance policy required hereunder shall expire or terminate, professional indemnity insurance of an amount stated a renewal or additional policy shall be procured and maintained by Tenant in the Purchase Order for the duration of the Supplier’s performance of its obligations like manner and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereoflike extent. Such insurance All such policies shall name NPML as an contain a provision that the company writing said policy will give to Landlord and other additional insured and shall waive parties at least thirty (30) days notice in writing in advance of any rights of subrogation against NPMLcancellation or lapse. The insurance Tenant’s liability policies shall be written as primary policies which do not contribute to and are not in no way define or limit the obligation excess of Supplier in the event of losscoverage which Landlord may carry.

Indemnity Insurance. 11.1 Supplier 12.1 COULTER shall defend, indemnify NPML (and hold harmless and shall require xxx XXXILIATES and SUBLICENSEES to defend, indemnify and hold harmless MICHIGAN, its successors fellows, officers, employees and assigns) in respect of all lossagents, damage, liability or injury whatsoever involving any person or property (including third parties and property) for and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costslosses, charges and expenses suffered or incurred by NPML in respect of any patents nature (including attorneys' fees and other litigation expenses), resulting from, but not limited to, death personal injury, illness, property damage, economic loss or products liability arising from or in connection with, (i) manufacture, use, sale or other intellectual property rights disposition by COULTER, AFFILIATES of SUBLICENSEE of LICENSED PRODUCTS; (ii) the dixxxx xx indirect use by any person of LICENSEES; (iii) the use by COULTER, AFFILIATES or SUBLICENSEES of any invention related to the XXXXXXXOGY. 12.2 MICHIGAN shall be entitled to participate at its option and expense through counsel of its own selection, and can join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 12.1 above. 12.3 Prior to any distribution (including any distribution for clinical trials) of any LICENSED PRODUCT by COULTER, AFFILIATES or SUBLICENSEES, COULTER shall purchase and mainxxxx xx effect a third partypolicy of product lixxxxxxx insurance. Such insurance policy shall provide for reasonable coverage for all claims with respect to any LICENSED PRODUCTS manufactured, sold, sublicensed or distributed and shall specify MICHIGAN, including its fellows, officers and employees, as an additional insured. COULTER shall furnish certificate(s) of such insurance to MICHIGAN, xxxx xxquest. 12.4 The requirements of defense and indemnity for events under Paragraph 12.1(ii) are not intended to apply to situations in which may be infringed MICHIGAN might use LICENSED PRODUCTS received from COULTER (or claimed to be infringed) by the Goods, its AFFILIATES or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceedingSUBLICENSEES) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance because of the Supplier’s obligations hereundermannxx xx XICHIGAN's use (i.e., including for workers compensationnegligent or otherwise actionable use), work cover or similar liabilities of Supplier (who shall be liable thereby cause damage to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossthird parties.

Indemnity Insurance. 11.1 Supplier To defend with counsel first approved by Landlord, (which approval shall not be unreasonably withheld) save harmless, and indemnify NPML (and its successors and assigns) in respect of all Landlord from any liability for injury, loss, damage, liability accident or injury whatsoever involving damage to any person or property (including third parties property, and property) from any claims, actions, proceedings and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or costs in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML therewith (including without limitation those awarded against NPML in the defense thereof, including reasonable counsel fees),(i) arising from (a) the omission, fault, willful act, negligence or other misconduct of Tenant, or of Tenant's employees, agents or contractors on or about the Premises, or (b) from any such suit use made or proceeding) andthing done or occurring on the Premises not due to the omission, at NPML’s discretionfault, either (i) at Supplier’s expensewillful act, obtain through negotiation the right for NPML to purchase and/or use the Goods; negligence or other misconduct of Landlord or of Landlord's employees, agents, or contractors, or (ii) rework resulting from the Goods so as failure of Tenant to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall perform and discharge its covenants and obligations under this Lease. To maintain insurance coverin responsible companies qualified to do business, at Supplier’s expenseand in good standing in Massachusetts, acceptable to NPML in respect of: (a) public liability insurance covering the Premises insuring Landlord as well as Tenant with limits which shall, at the commencement of the Term, be at least equal to those stated in Article 1 and from time to time during the Term shall be for such liabilities higher limits, if any as are envisaged customarily carried in clause 11.1; the Sharon/Norwood area with respect to similar propertiex; (bx) liability under law for any person employed by Xxxxxxx's Compensation Insurance with statutory limits covering all of Tenant's employees working in the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); Premises; (c) any liability it may have all risk casualty insurance, with endorsement for difference in conditions coverage, debris removal and demolition, in an amount at least equal to NPML arising out the replacement cost new of the transportation Building and delivery of other improvements on the GoodsPremises; and and (d) where the Supplier has design obligations, professional indemnity insurance protecting Landlord against abatement or loss of rent in an amount stated in equal to at least all the Purchase Order Annual Base Rent and Additional Rent payable for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 yearsone (1) year under Article II, and shall provide to NPML on request valid deposit promptly with Landlord certificates for such insurance, and all renewals thereof bearing the endorsement that the policies will not be cancelled until after thirty (30) days' written notice to Landlord. If Tenant fails, neglects or omits to give Landlord certificates of insurance renewal as set forth above, Landlord may, but shall not be obligated to, obtain renewals of all such insurance, at Tenant's cost and expense, and Tenant shall pay to Landlord, upon demand, the cost expended by Landlord plus interest thereon at the highest rate permitted by law, until the full sum plus such interest is repaid to Landlord in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossfull.

Indemnity Insurance. 11.1 Supplier (A) To defend with counsel first approved by Landlord (which approval shall not be unreasonably withheld or delayed), save harmless, and indemnify NPML (and its successors and assigns) in respect of all Landlord from any liability for injury, loss, damage, liability accident or injury whatsoever involving damage to any person or property (including third parties property, and property) from any claims, actions, proceedings and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or costs in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML therewith (including without limitation those awarded against NPML in any such suit or proceedingreasonable counsel fees) and, at NPML’s discretion, either (i) at Supplier’s expensearising from or claimed to have arisen from (a) the omission, obtain through negotiation fault, willful act, negligence or other misconduct of Tenant or Tenant's contractors, licensees, invitees, agents, servants, independent contractors or employees or (b) any use made or thing done or occurring on the right for NPML Premises not due to purchase and/or use the Goods; omission, fault, willful act, negligence or other misconduct of Landlord, or (ii) rework resulting from the Goods so as failure of Tenant to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderperform and discharge its covenants and obligations under this Lease. 11.3 Supplier shall (B) To maintain commercial general liability insurance coveror comprehensive general liability insurance written on an occurrence basis with a broad form comprehensive liability endorsement covering the Premises insuring Landlord and Landlord's managing agent (and such persons as are in privity of estate with Landlord and Landlord's managing agent as may be set out in notice from time to time) as additional insureds as well as Tenant with limits which (i) may be maintained via an umbrella policy and (ii) shall, at Supplier’s expensethe commencement of the Term, acceptable be at least equal to NPML those stated in respect of: (a) Section 1.1 and from time to time during the Term shall be for such liabilities higher limits, if any, as are envisaged customarily carried in clause 11.1; Greater Boston with respect to similar properties or which may reasonably be required by Landlord, and worker's compensation insurance with statutory limits covering all of Tenant's employees working in the Premises, and to deposit with Landlord on or before the Commencement Date and concurrent with all renewals thereof, certificates for such insurance bearing the endorsement that the policies will not be canceled until after thirty (b30) liability under law for any person employed days' written notice to Landlord. All insurance required to be maintained by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who Tenant pursuant to this Lease shall be liable maintained with responsible companies qualified to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation do business, and delivery of the Goods; and (d) where the Supplier has design obligationsin good standing, professional indemnity insurance of an amount stated in the Purchase Order for the duration Commonwealth of the Supplier’s performance Massachusetts and which have a rating of its obligations at least "A-" and thereafter for are within a period financial size category of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier not less than "Class VIII" in the event most current Best's Key Rating Guide or such similar rating as may be reasonably selected by Landlord if such Guide is no longer published. Any and all such insurance (x) may be maintained under a blanket policy affecting other properties of lossTenant and (y) may be written with deductibles as determined by Tenant and, as affect the Premises, reasonably approved by Landlord.

Indemnity Insurance. 11.1 Supplier 12.1 Landlord shall indemnify NPML (and its successors and assigns) in respect not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of all lossGod, damagepublic enemy, liability injunction, riot, strike, insurrection, war, court order, requisition or injury whatsoever involving order of governmental body or authority, any person similar matter, or property (including third parties and property) and against any actionother cause whatsoever, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by except for the negligence or wilful misconduct of SupplierLandlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or its directors, employees or to Tenant’s agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity servants, employees, customers or invitees and Tenant shall be in addition to any other remedies afforded by law or contract indemnify, defend and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified Landlord harmless from and against any and all actionsfines, suits, claims, demands, damageslosses, costsliabilities, charges actions and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML costs (including without limitation those awarded against NPML in any such suit or proceedingcourt costs and attorney’s fees) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: arising from (a) such liabilities as are envisaged in clause 11.1; any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) liability under law for Tenant’s use of the Premises or the conduct of Tenant’s business or profession, (c) any person employed activity, work, or thing done, permitted or suffered by the Supplier Tenant in or about the Premises or (d) any breach or default in the performance of any obligation on Tenant’s part to be performed under the Supplierterms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES, FROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, BUT IN 12.2 Landlord, at Tenant’s obligations hereundersole cost, including may maintain commercial general liability insurance, rent loss insurance and fire and extended coverage insurance upon the Building in such amounts as Landlord may from time to time determine (“Landlord’s Insurance”). Tenant shall pay the cost of Landlord’s Insurance to Landlord within thirty (30) days after Landlord delivers to Tenant a statement for workers compensationsame. 12.3 Tenant, work cover or similar liabilities at Tenant’s sole expense, shall obtain and maintain during the Lease Term property insurance for full replacement cost (without deduction for depreciation) upon all improvements and fixtures situated in the Premises and not covered by Landlord’s Insurance, and upon the contents of Supplier the Premises, which insurance shall provide protection against perils included within any ISO Special Form property insurance policy written by an admitted insurer in Texas, together with insurance against sprinkler damage (who but Landlord makes no representation that the Building is equipped with a sprinkler system). Tenant expressly agrees that the proceeds of any such insurance shall be liable used for the repair or replacement of the property damaged or destroyed unless this Lease terminates as provided herein. 12.4 Each party hereto hereby waives any cause of action it might have against the other party on account of any loss or damage that is insured against under any property insurance policy (to its employees for the extent that such matters even if they undertake performance of services loss or delivery of Goods on damage is recoverable under such insurance policy) that covers the Building, the Premises, Landlord’s or about NPMLTenant’s fixtures, personal property or premises);business and which names Landlord or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will provide to the other party evidence that its insurance carrier has endorsed all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. 12.5 Tenant shall, at Tenant’s expense, maintain a policy or policies of commercial general liability insurance and liquor liability insurance pertaining to Tenant’s use and occupancy of the Premises hereunder; such insurance to afford protection with limits of not less than Two Million Dollars (c$2,000,000) combined single limit coverage for bodily injury, death to any one person or property damage in any one occurrence. Additionally, Tenant shall maintain umbrella liability coverage with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) in excess of the underlying coverages. The insurance coverage required under this Article 12 shall extend to any liability it may have to NPML of Tenant arising out of Tenant’s indemnity obligations under this lease. The adequacy of the transportation coverage afforded by said insurance shall be subject to review by Landlord from time to time, and if Landlord is advised by Landlord’s insurance agent that a prudent businessman in Xxxxxxxxxx County, Texas, operating a business similar to that operated by Tenant upon the Premises, would increase the limits of said insurance, Tenant shall to that extent increase the insurance coverage required by this Section 12.5. In addition to the remedies provided in Article 18 of this Lease, if Tenant fails to maintain the insurance required by this Section, Landlord may, but is not obligated to, obtain such insurance, and Tenant shall pay to Landlord upon demand as additional Rent the premium cost thereof plus interest at the Past Due Rate from the date of payment by Landlord until repaid by Tenant. 12.6 All policies of insurance which Tenant is required to carry shall be issued in the forms required herein by good and solvent insurance companies licensed to do business in the State of Texas with a Best’s Rating of “A” or higher and a Financial Size Category of VIII or higher. Each such policy shall be issued in the name of Tenant, but Landlord and any other party in interest designated by Landlord (such as Landlord’s lender, partners, partners’ officers, brokers or property managers) shall be named as additional insured parties on the liability policies described herein under a Form CG 2026 1185 (or equivalent). Such policies shall be for the mutual and joint benefit and protection of Tenant, Landlord and any such other party in interest. Executed copies of each policy of commercial general liability insurance shall be delivered to Landlord and such other additional insured parties as Landlord may request prior to the delivery of the Goods; and Premises to Tenant. Thereafter copies of each commercial general liability insurance policy shall be so delivered within thirty (d30) where days before the Supplier has design obligationsexpiration of each existing policy. If any insurance policy required hereunder shall expire or terminate, professional indemnity insurance of an amount stated a renewal or additional policy shall be procured and maintained by Tenant in the Purchase Order for the duration of the Supplier’s performance of its obligations like manner and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereoflike extent. Such insurance All such policies shall name NPML as an contain a provision that the company writing said policy will give to Landlord and other additional insured and shall waive parties at least thirty (30) days notice in writing in advance of any rights of subrogation against NPMLcancellation or lapse. The insurance Tenant’s liability policies shall be written as primary policies which do not contribute to and are not in no way define or limit the obligation excess of Supplier in the event of losscoverage which Landlord may carry.

Indemnity Insurance. 11.1 Supplier 8.1 The Independent Tester shall indemnify NPML maintain professional indemnity insurance covering (inter alia) all liability hereunder upon customary and its successors usual terms and assignsconditions prevailing for the time being in the insurance market, and with reputable insurers lawfully carrying on such insurance business in the United Kingdom, in an amount of not less than £[ ] for any one occurrence or series of occurrences arising out of any one event for a period beginning now and ending 12 years after the date of the Certificate of Completion, provided always that such insurance is available at commercially reasonable rates. The said terms and conditions shall not include any term or condition to the effect that the Independent Tester must discharge any liability before being entitled to recover from the insurers, or any other term or condition which might adversely affect the rights of any person to recover from the insurers pursuant to the Third Parties (Rights Against Insurers) Xxx 0000, or any amendment or re-enactment thereof. The Independent Tester shall not, without the prior approval in writing of the Employer, settle or compromise with the insurers any claim which the Independent Tester may have against the insurers and which relates to a claim by the Employer against the Independent Tester, or by any act or omission lose or prejudice the Independent Tester's right to make or proceed with such a claim against the insurers. 8.2 Any increased or additional premium required by insurers by reason of the Independent Tester’s own claims record or other acts, omissions, matters or things particular to the Independent Tester shall be deemed to be within commercially reasonable rates. 8.3 The Independent Tester shall immediately inform the Employer if such insurance ceases to be available at commercially reasonable rates in order that the Independent Tester and the Employer can discuss means of best protecting the respective positions of the Employer and the Independent Tester in respect of all loss, damage, liability or injury whatsoever involving the Services in the absence of such insurance. 8.4 The Independent Tester shall fully co-operate with any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or measures reasonably required by the negligence or wilful misconduct of Supplier, or its directors, employees or agentsEmployer, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be completing any proposals for insurance and associated documents and maintaining such insurance at rates above commercially reasonable rates, if the Employer undertakes in addition writing to any other remedies afforded by law or contract and shall survive termination of reimburse the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Independent Tester in respect of any patents the net cost of such insurance to the Independent Tester above commercially reasonable rates or, if the Employer effects such insurance at rates at or other intellectual property rights above commercially reasonable rates, reimbursing the Employer in respect of a third party, which may be infringed (what the net cost of such insurance to the Employer would have been at commercially reasonable rates. 8.5 On or claimed before the date of this Agreement and thereafter as and when reasonably requested to be infringed) do so by the GoodsEmployer the Independent Tester shall produce for inspection documentary evidence (including, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed if required by the Supplier in or about Employer, the performance original of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (crelevant insurance documents) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, that his professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its is being maintained. 8.6 The above obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such of professional indemnity insurance policies shall name NPML as an additional insured and shall waive continue notwithstanding termination of this Agreement for any rights of subrogation against NPML. The insurance policies shall in no way define or limit reason whatsoever, including (without limitation) breach by the obligation of Supplier in the event of lossEmployer.

Indemnity Insurance. 11.1 Supplier 7.1 Without prejudice to any other rights of the Vendor, the Purchaser shall indemnify NPML (the Vendor against any destruction or damage caused by the negligence, breach of duty, including statutory duty of the Purchaser or the Purchaser’s employees, agents, contractors, sub-contractors, or the employees of any of them and shall reimburse or make good the same to the satisfaction of the Vendor within ten working days of its successors occurrence or otherwise by agreement. 7.2 The Purchaser shall be responsible for the repair and assigns) in respect reinstatement of all lossproperty, damagedrains, liability watercourses, walls, fences, gates, barriers, electricity power lines, cables, pipelines, water pipes and telephone lines that may have been damaged or injury whatsoever involving removed in felling or extraction and all such associated costs. 7.3 The Purchaser shall be responsible for any person damage or property (including third parties and property) and against interference caused to any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or public road system in connection with NPMLthe movement of roundwood or trees from this sale. The Purchaser shall indemnify the Vendor against any such damage or interference caused by the Purchaser or the Purchaser’s Purchase Orderemployees, to agents, contractors, sub-contractors, or the extent that employees of any of them and shall reimburse the same shall have been Vendor for any costs or fines caused or contributed to by arising from such damage or interference. 7.4 The Vendor shall be under no liability for any breach by Supplier of Supplier’s obligations under these terms and conditions damage or injury suffered by the negligence Purchaser, his employees, contractors, sub-contractors, licensees, agents or wilful misconduct the general public by reason of Supplierthe felling of trees, harvesting, extraction or removal of roundwood, or its directorsotherwise relating to this Agreement, employees howsoever caused or arising. The Purchaser herewith indemnifies the Vendor, his successors, employees, contractors, sub-contractors, agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract managers and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and assigns against all such actions, claims, demands, damages, costs, charges demands and expenses suffered or incurred by NPML costs in respect of any patents or other intellectual property rights losses, injuries, accidents and damages for the duration of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderthis Agreement. 11.3 Supplier 7.5 The Purchaser shall maintain fully insure for the above liabilities and retain such insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter sale. The Purchaser, his contractors, sub-contractors, licensees, or agents shall hold Public Liability insurance cover for a period minimum sum insured of 6 years, €2,600,000 (2.6 million euro) and Employers Liability insurance for a minimum sum insured of €13,000,000 (thirteen million euro). All relevant insurance documentation shall be supplied by the Purchaser to the Vendor and these insurances must be satisfactory to the Vendors insurance Agent prior to the commencement of felling/harvesting. Where renewal of relevant insurances is required during the term of this Agreement the Purchaser shall provide prior confirmation of such renewal. 7.6 The Purchaser shall not do or allow to NPML be done or to be omitted on request valid certificates of the Work Site(s) anything that may render the insurance policy or policies effected in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define compliance with the above void or limit the obligation of Supplier in the event of lossvoidable.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML (a. Licensee hereby saves and its successors holds Licensor harmless of and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties from and property) and indemnifies it against any actionand all losses, claimliability, demand, damages, cost, charge or damages and expenses (including reasonable legal feesattorneys' fees and expenses) which Licensor may incur or be obligated to pay, internal processing costsor for which it may become liable or be compelled to pay in any action, rework and remanufacturing costs) arising out claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with NPML’s Purchase OrderLicensee's performance of this Agreement. The provisions of this paragraph and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement. b. Licensor hereby saves and holds Licensee harmless of and from and indemnifies it against any and all losses, liability, damages and expenses (including reasonable attorneys' fees and expenses) which Licensee may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Licensor or any of its servants, agents or employees in connection with Licensor's performance of this Agreement. The provisions of this paragraph and Licensor's obligations hereunder shall survive the expiration or termination of this Agreement. c. The indemnified party shall give the indemnifying party prompt notice of, and full cooperation with respect to, the alleged claim brought or asserted in request of which indemnification under this Agreement is sought; PROVIDED, HOWEVER, that any delay or failure to provided the indemnification notice shall relieve the indemnified party of its obligations hereunder only in the event, and to the extent extent, that a court of competent jurisdiction shall finally determine that the same indemnifying party shall have been caused materially prejudiced by reason of such failure or contributed delay. d. Licensee shall procure and maintain at its own expense in full force and effect at all times during which Articles are being sold, a public liability insurance policy including product liability coverage with respect to by any breach by Supplier Articles, as well as contractual liability coverage with respect to this Agreement, with a limit of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct liability of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification)not less than $2,000,000.00. Such indemnity insurance policy shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order written for the duration benefit of the Supplier’s performance of its obligations both Licensee and thereafter for a period of 6 years, Licensor and shall provide for at least ten (10) days prior written notice to NPML on request valid certificates said parties of insurance in respect the cancellation or substantial modification thereof. Such insurance policies Nothing contained in this Paragraph 12.d. shall name NPML as an additional insured and shall waive deemed to limit in any rights way the indemnification provisions of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossParagraph 12 hereof.

Indemnity Insurance. 11.1 Supplier Subtenant shall indemnify NPML (indemnify, defend, protect, and hold harmless Tenant and its officers, agents, employees, successors and assignsassigns (collectively, “Tenant’s Agents”) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) from and against any all claims, demands, actions, causes of action, claimjudgment, demandliability, damages, cost, charge or losses and expenses (including reasonable legal attorneys fees, internal processing costs, rework ) (collectively “Claims”) which may be brought against Tenant or Tenant’s Agents or which Tenant or Tenant’s Agents may pay or incur by reason of: (i) any failure (through no fault of Tenant or any other subtenant of Tenant) to perform or observe any of the terms and remanufacturing costs) arising out conditions of or any breach or default of this Agreement, the Sublease or Master Lease (as these are incorporated herein; through no fault of Tenant or any other subtenant of Tenant) by Subtenant; (ii) a misrepresentation by Subtenant of the matters set forth herein, or (iii) the negligence or willful misconduct of Subtenant or Subtenant’s employees, agents, contractors, or invitees in connection with NPML’s Purchase Order, or about the Third Floor Space during the Term to the extent that the same shall have been Claims are not caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful willful misconduct of SupplierTenant or Tenant’s Agents. Tenant shall indemnify, or defend, protect, and hold harmless Subtenant and its directorsofficers, employees or agents, including employees, successors and assigns (without limitationcollectively, “Subtenant’s Agents”) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, Claims which may be infringed (brought against Subtenant or claimed to be infringed) Subtenant’s Agents or which Subtenant or Subtenant’s Agents may pay or incur by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either reason of: (i) at Supplier’s expenseany failure (through no fault of Subtenant) to perform or observe any of the terms and conditions of or any breach or default of this Agreement, obtain the Sublease or the Master Lease (through negotiation the right for NPML to purchase and/or use the Goodsno fault of Subtenant) by Tenant; or (ii) rework a misrepresentation by Tenant of the Goods so as to make them non-infringing while preserving their original functionalitymatters set forth herein; or (iii) replace the Goods with functionally equivalent non- infringing Goods; negligence or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance coverwillful misconduct of Tenant or Tenant’s employees, at Supplier’s expenseagents, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier contractors, or invitees in or about the performance Third Floor Space to the extent that the Claims are not caused by the negligence or willful misconduct of Subtenant or Subtenant’s Agents. Subtenant hereby agrees to obtain and provide evidence satisfactory to Tenant by means of an insurance certificate, on or before the Commencement Date of this Agreement, that Subtenant is carrying insurance on the Third Floor Space in the same amounts and of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall same types required to be liable carried by Tenant with regard to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossSubleased Premises.

Indemnity Insurance. 11.1 Supplier 10.1 LICENSEE shall defend, indemnify NPML (and hold harmless and shall require SUBLICENSEES to defend, indemnify and hold harmless MICHIGAN, including its successors Regents, fellows, officers, employees, students, and assigns) in respect of all lossagents, damage, liability or injury whatsoever involving any person or property (including third parties and property) for and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costslosses, charges and expenses suffered or incurred by NPML in respect of any patents nature (including attorneys’ fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising from or in connection with, any of the following: (1) Any manufacture, use, sale or other intellectual property rights disposition by LICENSEE, SUBLICENSEES or transferees of LICENSED PRODUCTS or LICENSED PROCESSES; (2) The direct or indirect use by any person of LICENSED PRODUCTS made, used, sold or otherwise distributed by LICENSEE or SUBLICENSEES; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention within the PATENT RIGHTS. The indemnification obligation under this Paragraph 10.1 will not apply after any unappealed or unappealable order of a third party, which may be infringed (or claimed to be infringed) court of competent jurisdiction holds that the claim was legally caused solely by the Goodsgross negligence or willful misconduct of MICHIGAN. The applicability of Paragraph 10.1 shall not be affected for any time period prior to any such order referred to in the prior sentence. 10.2 HHMI and its trustees, officers, employees, and agents (collectively, “HHMI Inderrmitees”), will be indemnified, defended by counsel acceptable to HHMI, and held harmless by the LICENSEE and SUBLICENSEES from and against any claim, liability, cost, expense, damage, deficiency, loss, or services supplied under NPML’s Purchase Order obligation, of any kind or nature (except infringement resulting from adherence including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Claims”), based upon, arising out of, or otherwise relating to the Specifications provided to Supplier by NPML). Supplier shall pay all damagesthis Agreement, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML any cause of action relating to product liability. The previous sentence will not apply to any Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. 10.3 MICHIGAN is entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such suit or proceeding) andclaims, at NPMLdemands, damages, losses and expenses under Paragraph 10.1 above. LICENSEE shall not settle any such legal action with an admission of liability of MICHIGAN without MICHIGAN’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderwritten approval. 11.3 Supplier 10.4 Prior to any distribution or commercial use of any LICENSED PRODUCT or use of any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) effect commercial general liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunderinsurance, including for workers compensationproduct liability insurance and errors and omissions insurance which shall protect LICENSEE, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of MICHIGAN and HHMI with respect the transportation events covered by Paragraph 10.1 and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss10.

Indemnity Insurance. 11.1 Supplier 12.1 Landlord shall indemnify NPML (and its successors and assigns) in respect not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of all lossGod, damagepublic enemy, liability injunction, riot, strike, insurrection, war, court order, requisition or injury whatsoever involving order of governmental body or authority, any person similar matter, or property (including third parties and property) and against any actionother cause whatsoever, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by except for the negligence or wilful misconduct of SupplierLandlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or its directors, employees or to Tenant’s agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity servants, employees, customers or invitees and Tenant shall be in addition to any other remedies afforded by law or contract indemnify, defend and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified Landlord harmless from and against any and all actionsfines, suits, claims, demands, damageslosses, costsliabilities, charges actions and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML costs (including without limitation those awarded against NPML in any such suit or proceedingcourt costs and attorney’s fees) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: arising from (a) such liabilities as are envisaged in clause 11.1; any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) liability under law for Tenant’s use of the Premises, Common Areas, or the conduct of Tenant’s business or profession, (c) any person employed activity, work, or thing done, permitted or suffered by the Supplier Tenant in or about the Premises or Common Areas, or (d) any breach or default in the performance of any obligation on Tenant’s part to be performed under the Supplier’s obligations hereunderterms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES, including for workers compensationFROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, work cover or similar liabilities of Supplier (who BUT IN SUCH EVENT TENANT SHALL NOT BE RESPONSIBLE FOR THAT PORTION OF ANY LOSS WHICH IS HELD TO BE CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES. Tenant shall not be liable to its Landlord, or to Landlord’s agents, servants or employees for such matters even if they undertake performance and Landlord shall indemnify, defend and hold Tenant harmless from and against any and all fines, suits, claims, demands, losses, liabilities, actions and costs (including court costs and attorney’s fees) arising from (a) any injury to person or damage to property caused by any act, omission or neglect of services Landlord or delivery Landlord’s agents, servants or employees, (b) Landlord’s use of Goods on the Retained Areas, Common Areas, or about NPMLthe conduct of Landlord’s property business or premises); profession, (c) any activity, work, or thing done, permitted or suffered by Landlord in or about the Retained Areas or Common Areas, or (d) any breach or default in the performance of any obligation on Landlord’s part to be performed under the terms of this Lease. Neither party, however, shall be liable for indirect or consequential damages. 12.2 Landlord, at Tenant’s sole cost, may maintain commercial general liability insurance, rent loss insurance and fire and extended coverage insurance upon the Building in such amounts as Landlord may from time to time determine (“Landlord’s Insurance”). Tenant shall pay the cost of Landlord’s Insurance to Landlord within thirty (30) days after Landlord delivers to Tenant a statement for same. 12.3 Tenant, at Tenant’s sole expense, shall obtain and maintain during the Lease Term property insurance for full replacement cost (without deduction for depreciation) upon all improvements and fixtures situated in the Premises and not covered by Landlord’s Insurance, and upon the contents of the Premises, which insurance shall provide protection against perils included within any ISO Special Form property insurance policy written by an admitted insurer in Texas, together with insurance against sprinkler damage (but Landlord makes no representation that the Building is equipped with a sprinkler system). Tenant expressly agrees that the proceeds of any such insurance shall be used for the repair or replacement of the property damaged or destroyed unless this Lease terminates as provided herein. 12.4 Each party hereto hereby waives any cause of action it might have against the other party on account of any loss or damage that is insured against under any property insurance policy (to the extent that such loss or damage is recoverable under such insurance policy) that covers the Building, the Premises, Landlord’s or Tenant’s fixtures, personal property or business and which names Landlord or Tenant, as the case may have be, as a party insured. Each party hereto agrees that it will provide to NPML the other party evidence that its insurance carrier has endorsed all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. 12.5 Tenant shall, at Tenant’s expense, maintain a policy or policies of commercial general liability insurance pertaining to Tenant’s use and occupancy of the Premises hereunder; such insurance to afford protection with limits of not less than One Million Dollars ($1,000,000) for bodily injury, death to any one person or property damage in any one occurrence, with a Two Million Dollar ($2,000,000) annual aggregate. Additionally, Tenant shall maintain umbrella liability coverage with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) in excess of the underlying coverages. The insurance coverage required under this Article 12 shall extend to any liability of Tenant arising out of Tenant’s indemnity obligations under this Lease. The adequacy of the transportation coverage afforded by said insurance shall be subject to review by Landlord from time to time, and if Landlord is advised by Landlord’s insurance agent that a prudent businessman in Xxxxxx County, Texas, operating a business similar to that operated by Tenant upon the Premises, would increase the limits of said insurance, Tenant shall to that extent increase the insurance coverage required by this Section 12.5. In addition to the remedies provided in Article 18 of this Lease, if Tenant fails to maintain the insurance required by this Section, Landlord may, but is not obligated to, obtain such insurance, and Tenant shall pay to Landlord upon demand as additional Rent the premium cost thereof plus interest at the Past Due Rate from the date of payment by Landlord until repaid by Tenant. 12.6 All policies of insurance which Tenant is required to carry shall be issued in the forms required herein by good and solvent insurance companies licensed to do business in the State of Texas with a Best’s Rating of “A” or higher and a Financial Size Category of VIII or higher. Each such policy shall be issued in the name of Tenant, but Landlord and any other party in interest designated by Landlord (such as Landlord’s lender, partners, partners’ officers, brokers or property managers) shall be named as additional insured parties on the liability policies described herein under a Form CG 2026 1185 (or equivalent). Such policies shall be for the mutual and joint benefit and protection of Tenant, Landlord and any such other party in interest. Executed copies of each policy of commercial general liability insurance shall be delivered to Landlord and such other additional insured parties as Landlord may request prior to the delivery of the Goods; and Premises to Tenant. Thereafter copies of each commercial general liability insurance policy shall be so delivered within thirty (d30) where days before the Supplier has design obligationsexpiration of each existing policy. If any insurance policy required hereunder shall expire or terminate, professional indemnity insurance of an amount stated a renewal or additional policy shall be procured and maintained by Tenant in the Purchase Order for the duration of the Supplier’s performance of its obligations like manner and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereoflike extent. Such insurance All such policies shall name NPML as an contain a provision that the company writing said policy will give to Landlord and other additional insured and shall waive parties at least thirty (30) days notice in writing in advance of any rights of subrogation against NPMLcancellation or lapse. The insurance Tenant’s liability policies shall be written as primary policies which do not contribute to and are not in no way define or limit the obligation excess of Supplier in the event of losscoverage which Landlord may carry.

Indemnity Insurance. 11.1 Supplier 12.1 Landlord shall indemnify NPML (and its successors and assigns) in respect not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of all lossGod, damagepublic enemy, liability injunction, riot, strike, insurrection, war, court order, requisition or injury whatsoever involving order of governmental body or authority, any person similar matter, or property (including third parties and property) and against any actionother cause whatsoever, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by except for the negligence or wilful misconduct of SupplierLandlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or its directors, employees or to Tenant’s agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity servants, employees, customers or invitees and Tenant shall be in addition to any other remedies afforded by law or contract indemnify, defend and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified Landlord harmless from and against any and all actionsfines, suits, claims, demands, damageslosses, costsliabilities, charges actions and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML costs (including without limitation those awarded against NPML in any such suit or proceedingcourt costs and attorney’s fees) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: arising from (a) such liabilities as are envisaged in clause 11.1; any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) liability under law for Tenant’s use of the Premises or the conduct of Tenant’s business or profession, (c) any person employed activity, work, or thing done, permitted or suffered by the Supplier Tenant in or about the Premises or (d) any breach or default in the performance of any obligation on Tenant’s part to be performed under the Supplierterms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES; FROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, BUT IN SUCH EVENT TENANT SHALL NOT BE RESPONSIBLE FOR THAT PORTION OF ANY LOSS WHICH IS HELD TO BE CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES. 12.2 Landlord, at Tenant’s obligations hereundersole cost, including may maintain commercial general liability insurance, rent loss insurance and fire and extended coverage insurance upon the Building in such amounts as Landlord may from time to time determine (“Landlord’s Insurance”). Within ten (10) days after notice from Landlord, Tenant shall pay to Landlord the cost of maintaining Landlord’s Insurance. Tenant expressly authorizes Landlord to use the funds so paid to Landlord to pay such cost. 12.3 Tenant, at Tenant’s sole expense, shall obtain and maintain during the Lease Term property insurance for workers compensationfull replacement cost (without deduction for depreciation) upon all improvements and fixtures situated in the Premises and not covered by Landlord’s Insurance, work cover or similar liabilities and upon the contents of Supplier the Premises, which insurance shall provide protection against perils included within any ISO Special Form property insurance policy written by an admitted insurer in Texas, together with insurance against sprinkler damage (who but Landlord makes no representation that the Building is equipped with a sprinkler system). Tenant expressly agrees that the proceeds of any such insurance shall be liable used for the repair or replacement of the property damaged or destroyed unless this Lease terminates as provided herein. 12.4 Each party hereto hereby waives any cause of action it might have against the other party on account of any loss or damage that is insured against under any property insurance policy (to its employees for the extent that such matters even if they undertake performance of services loss or delivery of Goods on damage is recoverable under such insurance policy) that covers the Building, the Premises, Landlord’s or about NPMLTenant’s fixtures, personal property or premises);business and which names Landlord or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will provide to the other party evidence that its insurance carrier has endorsed all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. 12.5 Tenant shall, at Tenant’s expense, maintain a policy or policies of commercial general liability insurance and liquor liability insurance pertaining to Tenant’s use and occupancy of the Premises hereunder; such insurance to afford protection with limits of not less than Two Million Dollars (c$2,000,000) combined single limit coverage for bodily injury, death to any one person or property damage in any one occurrence. Additionally, Tenant shall maintain umbrella liability coverage with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) in excess of the underlying coverages. The insurance coverage required under this Article 12 shall extend to any liability it may have to NPML of Tenant arising out of Tenant’s indemnity obligations under this lease. The adequacy of the transportation coverage afforded by said insurance shall be subject to review by Landlord from time to time, and if Landlord is advised by Landlord’s insurance agent that a prudent businessman in Xxxxxx County, Texas, operating a business similar to that operated by Tenant upon the Premises, would increase the limits of said insurance, Tenant shall to that extent increase the insurance coverage required by this Section 12.5. In addition to the remedies provided in Article 18 of this Lease, if Tenant fails to maintain the insurance required by this Section, Landlord may, but is not obligated to, obtain such insurance, and Tenant shall pay to Landlord upon demand as additional Rent the premium cost thereof plus interest at the Past Due Rate from the date of payment by Landlord until repaid by Tenant. 12.6 All policies of insurance which Tenant is required to carry shall be issued in the forms required herein by good and solvent insurance companies licensed to do business in the State of Texas with a Best’s Rating of “A” or higher and a Financial Size Category of VIII or higher. Each such policy shall be issued in the name of Tenant, but Landlord and any other party in interest designated by Landlord (such as Landlord’s lender, partners, partners’ officers, brokers or property managers) shall be named as additional insured parties on the liability policies described herein under a Form CG 2026 1185 (or equivalent). Such policies shall be for the mutual and joint benefit and protection of Tenant, Landlord and any such other party in interest. Executed copies of each policy of commercial general liability insurance shall be delivered to Landlord and such other additional insured parties as Landlord may request prior to the delivery of the Goods; and Premises to Tenant. Thereafter copies of each commercial general liability insurance policy shall be so delivered within thirty (d30) where days before the Supplier has design obligationsexpiration of each existing policy. If any insurance policy required hereunder shall expire or terminate, professional indemnity insurance of an amount stated a renewal or additional policy shall be procured and maintained by Tenant in the Purchase Order for the duration of the Supplier’s performance of its obligations like manner and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereoflike extent. Such insurance All such policies shall name NPML as an contain a provision that the company writing said policy will give to Landlord and other additional insured and shall waive parties at least thirty (30) days notice in writing in advance of any rights of subrogation against NPMLcancellation or lapse. The insurance Tenant’s liability policies shall be written as primary policies which do not contribute to and are not in no way define or limit the obligation excess of Supplier in the event of losscoverage which Landlord may carry.

Indemnity Insurance. 11.1 Supplier a. Tenant shall indemnify NPML (and its successors hold the Landlord and assigns) the University harmless from any and all claims, costs, damages and judgments of whatsoever nature, including but not limited to costs and expenses incurred by the Landlord and the University in respect the defense of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claimarising wholly or in part by any act, demandomission, damagesor negligence of Tenant, costits agents, charge contractors, employees, servants, invitees, or expenses licensees on the Leased Premises and Development pursuant to this lease, shall assume all responsibility and liability therefore and shall discharge any judgment that may be rendered therein. b. Throughout the Term, Tenant shall maintain, at its sole cost and expense, general liability insurance for personal injury, death and property damage with limits of said insurance to be no less than five million dollars ($5,000,000.00) per claim and per occurrence. The Landlord and the University shall be named as additional insured under the liability insurance policy. Tenant’s insurance shall provide primary coverage. In no event shall the amount of Tenant’s insurance coverage limit the liability of the Tenant under this Lease. c. Tenant, at its sole expense, shall keep the Development insured against loss by fire and all of the risk and perils usually covered by an “all risk” endorsement to a policy of fire insurance upon property comparable to the Development, including reasonable legal feesvandalism and malicious mischief endorsements, internal processing costsin an amount equal to at least one hundred percent (100%) of the replacement cost of the Development. Tenant shall furnish to Landlord evidence of coverage and any renewals or replacements of this insurance. Landlord and the University shall be named an additional insured under this policy. Notwithstanding anything to the contrary set forth herein, rework Tenant shall not be required to obtain and remanufacturing costs) arising out maintain the insurance described in this section until immediately prior to the termination of the builder’s risk insurance on the Development described below. d. Until completion of construction of the Development, and during any period in which re- construction, alteration or other construction activity is occurring on the Leased Premises, Tenant, at its sole expense, shall maintain builder’s risk insurance in an amount not less than the full insurable value of the Development, and materials supplied in connection with NPML’s Purchase Order, the Development. Tenant shall furnish to Landlord evidence of coverage and any renewals or replacements of this insurance. Landlord and the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity University shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML named as an additional insured under this policy. e. Upon the issuance of a certificate of occupancy for the Development, Tenant, at its sole expense, shall maintain business interruption insurance insuring against loss of income derived from Tenant’s operations on the Leased Premises due to the risks covered by the property insurance required above, in an amount not less than Tenant’s net operating income from the Leased Premises (gross rental income, less operating expenses) for a twelve (12) month period. f. The insurance policy(s) that Tenant is required to obtain under this Lease (the “Required Policies”) (i) shall be issued by licensed and reputable insurance companies reasonably acceptable to Landlord and rated A-VIII or better by A.M. Best, and (ii) shall contain a waiver of subrogation, and (iii) shall provide that they cannot be amended, cancelled, terminated or not renewed unless Landlord has been given thirty (30) days’ prior written notice. Landlord shall have the right to require, from time to time, that Tenant increase the amount of its insurance coverage and/or obtain additional insurance coverage so long as Landlord is acting in a commercially reasonable manner. If Tenant fails to maintain any of the insurance required under this Lease, then, in addition to its other rights and remedies, Landlord may (but shall not be obligated to) purchase such insurance, on behalf of Tenant, in which event Tenant shall reimburse Landlord for the cost of such insurance, upon demand. On the Commencement Date and each anniversary thereof, Tenant shall provide Landlord with certificates evidencing that the insurance Tenant is required to maintain hereunder is in full force and effect. Upon request, Tenant shall furnish Landlord with the original (or a certified copy) of each policy of insurance required hereunder and evidence of the payment of all premiums for the same. Failure to comply will be deemed a material default of this Lease. g. Each insurance policy required by the insurance provisions of this contract shall provide the required coverage and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define not be suspended, voided, or limit the obligation of Supplier in the event of loss.canceled except after thirty

Indemnity Insurance. 11.1 Supplier Section 12.1 Landlord shall indemnify NPML (not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, any similar matter, or any other cause whatsoever, except for the negligence or willful misconduct of Landlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or to Tenant’s agents, servants, employees, customers or invitees and its successors Tenant shall indemnify, defend and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) hold Landlord harmless from and against any actionand all fines, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actionssuits, claims, demands, damageslosses, costsliabilities, charges actions and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML costs (including without limitation those awarded against NPML in any such suit or proceedingcourt costs and attorney’s fees) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: arising from (a) such liabilities as are envisaged in clause 11.1; any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) liability under law for Tenant’s use of the Premises, or the conduct of Tenant’s business or profession, (c) any person employed activity, work, or thing done, permitted or suffered by the Supplier Tenant in or about the performance of the Supplier’s obligations hereunderPremises, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated any breach or default in the Purchase Order for the duration of the Supplier’s performance of its any obligation on Tenant’s part to be performed under the terms of this Lease, including without limitation, Tenant’s obligation to perform the obligations and thereafter of Landlord under the Master Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES, FROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, BUT IN SUCH EVENT TENANT SHALL NOT BE RESPONSIBLE FOR THAT PORTION OF ANY LOSS WHICH IS HELD TO BE CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES. Tenant will not be liable for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define indirect or limit the obligation of Supplier in the event of lossconsequential damages.

Indemnity Insurance. 11.1 Supplier (a) Each party shall indemnify NPML (indemnify, defend and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) hold harmless the other party from and against any actionand all liability and damage and all such claims and demands of any kind and nature, claim, demand, damages, cost, charge or expenses (including but not limited to reasonable legal fees, internal processing costs, rework and remanufacturing costs) counsel fees arising out of any injury or in connection with NPML’s Purchase Orderdamage however occurring which shall or may occur on or about the Premises or adjacent streets, to sidewalks, curbs and parking areas and from and against any matter or thing arising out of the extent that breach of any covenant or condition of this Lease or the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the carelessness, negligence or wilful misconduct improper conduct of Supplierthe indemnifying party or its, or its directorsagents, servants, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Ordercustomers. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) Tenant shall provide and keep in full force and effect at Tenant's sole cost and expense for the benefit of the Landlord and Tenant, comprehensive public liability under law for any person employed by insurance, acceptable to Landlord, with companies authorized to do business in the Supplier State of New York in which the limits of coverage shall not be less than Ten Million Dollars ($10,000,000.00) combined single limit per occurrence (the minimum limits of the comprehensive general liability policy of insurance shall in no way limit or diminish Tenant's liability hereunder) and property insurance, acceptable to Landlord, providing all fixtures, personalty and equipment on, in or about appurtenant to the performance Premises, including all additions and improvements with insurance against loss or damage by fire with all standard extended coverage which limits of coverage shall not be less than Five Million Dollars ($5,000,000.00) (the minimum limits of the Supplier’s obligations comprehensive general liability policy of insurance shall in no way limit or diminish Tenant's liability hereunder). Said policy or policies of insurance shall name the Landlord, including for workers compensationand any mortgagee of Landlord, work cover as applicable, as an additional insured and/or loss payee, as applicable, shall contain a waiver of subrogation against Landlord and shall provide that said policy or similar liabilities policies may not be canceled prior to the transmission to the Landlord of Supplier thirty (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises);30) days' written notice. (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and Tenant shall provide to NPML on request valid deliver certificates of insurance in respect thereoffor all insurance required pursuant to this Lease to the Landlord prior to the beginning of the term of this Lease and thereafter not less than thirty days prior to the expiration of any such policy. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in In the event of lossTenant shall fail to furnish any insurance herein required, Landlord may (but is not obligated to) obtain said insurance and pay the premium therefor and the premium so paid by Landlord shall be deemed Additional Rent payable by Tenant on demand.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall Korea (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLPall Korea’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML Pall Korea indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall Korea in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLPall Korea’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLPall Korea). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML Pall Korea (including without limitation those awarded against NPML Pall Korea in any such suit or proceeding) and, at NPMLPall Korea’s discretion, either either (i) at Supplier’s expense, obtain through negotiation the right for NPML Pall Korea to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML Pall Korea the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML Pall Korea in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLPall Korea’s property or premises); (c) any liability it may have to NPML Pall Korea arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order Order, or if no amount is stated, US$5,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML Pall Korea on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML Pall Korea as an additional insured and shall waive any rights of subrogation against NPMLPall Korea. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML NPL (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPMLNPL’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML NPL indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML NPL in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPMLNPL’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLNPL). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML NPL (including without limitation those awarded against NPML NPL in any such suit or proceeding) and, at NPMLNPL’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML NPL to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-non- infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML NPL the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML NPL in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLNPL’s property or premises); (c) any liability it may have to NPML NPL arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML NPL on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML NPL as an additional insured and shall waive any rights of subrogation against NPMLNPL. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier 10.1 LICENSEE shall defend, indemnify NPML (and hold harmless and shall require all SUBLICENSEES to defend, indemnify and hold harmless LSU, its successors board members, officers, employees and assigns) in respect of all lossagents, damage, liability or injury whatsoever involving any person or property (including third parties and property) from and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) all claims of any kind arising out of the LICENSEE’s exercise of any rights granted LICENSEE under this Agreement or the breach of this Agreement by LICENSEE. 10.2 LSU is entitled to participate at its option and expense through counsel of its own selection, and may join in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition legal actions related to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, such claims, demands, damages, costs, charges losses and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderParagraph 10.1 above. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities Prior to the occurrence of any of the activities specified in subparagraph (b), LICENSEE shall purchase and maintain in effect a commercial general liability insurance policy, including product liability coverage, in the amount determined as are envisaged set forth in clause 11.1;subparagraph (c). Such policy shall provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, or otherwise distributed by LICENSEE. (b) liability under law LICENSEE shall obtain the requisite insurance coverage prior to any manufacture of, use of, distribution of, sale of, offer for sale of, importation of, or commercial activity involving any person employed by the Supplier in LICENSED PRODUCT or about the performance of the Supplier’s obligations hereunderLICENSED PROCESS, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises);use in any clinical trial. (c) any LICENSEE shall obtain the requisite insurance coverage in amounts consistent with industry practice applicable to the activity to be undertaken with the LICENSED PRODUCT or LICENSED PROCESS, but in production of a licensed product, to obtain product liability it may have insurance of not less than [***] per occurrence. All insurance obtained pursuant to NPML arising out this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. LICENSEE shall provide LSU with written notice of the transportation amount of insurance LICENSEE intends to obtain and delivery of the Goods; andwhich LICENSEE believes to be consistent with industry practice. (d) where All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Supplier Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (e) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has design obligations, professional indemnity obtained the amount and type of insurance required pursuant to this Paragraph. (f) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an amount stated annual basis in the Purchase Order December quarterly report due each December 31, under the provisions of Paragraph 4.1. (g) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s interest, which for purposes of this paragraph only, shall be considered a SUBLICENSEE). Any contract or agreement between LICENSEE and SUBLICENSEE shall require that SUBLICENSEE comply with all insurance requirements provided for in this Paragraph in the duration same manner required of LICENSEE, including, but not limited to, the requirements for determining the amount, obtaining, and providing evidence of insurance to LSU. No SUBLICENSEE shall commence any of the Supplier’s performance activities described in subparagraph (b) without complying with the provisions of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier this Paragraph in the event same manner required of lossLICENSEE.

Indemnity Insurance. 11.1 Supplier (a) Tenant shall indemnify NPML (indemnify, protect, defend, with attorneys approved by Landlord in its reasonable discretion, and save and hold Landlord, and its successors trustees, directors, officers, agents and assigns) in respect of all lossemployees, damageharmless, liability or injury whatsoever involving any person or property (including third parties and property) from and against any actionand all losses, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework liabilities, claims, damages and remanufacturing expenses, including, without limitation, reasonable attorneys' fees and costs including Landlord's in-house counsel, and reasonable investigation costs) arising out of or , incurred in connection with NPML’s Purchase Orderor arising from: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises, or (c) the condition of the Premises or any occurrence on the Premises from any cause whatsoever, except to the extent that caused by the same shall have been caused gross negligence or contributed willful misconduct of Landlord or Landlord's Agents, or (d) any acts or omissions or negligence of Tenant or of Tenant's Agents, in, on or about the Premises or the Building. In case any claim, action or proceeding be brought, made or initiated against Landlord relating to any matter covered by any breach by Supplier of Supplier’s Tenant's indemnification obligations under these terms this Section 21.1 or under Section 24.3 below, Tenant, upon notice from Landlord, shall at its sole cost and conditions expense, resist or by defend such claim, action or proceeding. Notwithstanding the negligence foregoing, Landlord may retain its own attorneys to defend or wilful misconduct assist in defending any claim, action or proceeding involving potential liability 28 of SupplierFive Million Dollars ($5,000,000) or more, or its directors, employees or agents, including (without limitation) Supplier’s and Tenant shall pay the reasonable fees and disbursements of such attorneys. Tenant's obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and this Section 21.1 shall survive the termination of the Purchase OrderLease. 11.2 Supplier (b) Landlord shall also indemnify and hold NPML indemnified harmless Tenant from and against all actionsdamages, liabilities, claims, demandsjudgments, damagesactions, costsattorneys' fees, charges consultants' fees, costs and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided extent arising from the gross negligence or willful misconduct of Landlord or Landlord's Agents or the breach of Landlord's obligations under this Lease. In case any claim, action or proceeding be brought, made or initiated against Tenant relating to Supplier any matter covered by NPMLLandlord's indemnification obligations under this Section 21.1(b), Landlord, upon notice from Tenant, shall at its sole cost and expense, resist or defend such claim, action or proceeding by attorneys reasonably approved by Tenant. Supplier Notwithstanding the foregoing, Tenant may retain its own attorneys to defend or assist in defending any claim, action or proceeding involving potential liability of Five Million Dollars ($5,000,000) or more, and Landlord shall pay all damages, costs, charge, expenses the reasonable fees and legal fees incurred by NPML (including without limitation those awarded against NPML in any disbursements of such suit or proceedingattorneys. Landlord's obligations under this Section 21.1(b) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation shall survive the right for NPML to purchase and/or use termination of the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderLease. 11.3 Supplier 21.2 Tenant shall maintain insurance cover, procure at Supplier’s expense, acceptable to NPML its sole cost and expense and keep in respect ofeffect during the Term: (a) such liabilities as are envisaged in clause 11.1; (b) commercial general liability under law for any person employed by insurance applying to the Supplier in or about the performance use and occupancy of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) Premises and the Building and any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect part thereof. Such insurance policies shall name NPML as an additional insured and include broad form contractual liability insurance coverage insuring Tenant's obligations under this Lease. Such coverage shall waive any rights have a minimum combined single limit of subrogation against NPML. The insurance policies shall in no way define or limit the obligation liability of Supplier in the event of lossnot less than Three Million Dollars ($3,000,000.

Indemnity Insurance. 11.1 Supplier 12.1 Landlord shall indemnify NPML (and its successors and assigns) in respect not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of all lossGod, damagepublic enemy, liability injunction, riot, strike, insurrection, war, court order, requisition or injury whatsoever involving order of governmental body or authority, any person similar matter, or property (including third parties and property) and against any actionother cause whatsoever, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by except for the negligence or wilful misconduct of SupplierLandlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or its directors, employees or to Tenant’s agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity servants, employees, customers or invitees and Tenant shall be in addition to any other remedies afforded by law or contract indemnify, defend and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified Landlord harmless from and against any and all actionsfines, suits, claims, demands, damageslosses, costsliabilities, charges actions and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML costs (including without limitation those awarded against NPML in any such suit or proceedingcourt costs and attorney’s fees) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: arising from (a) such liabilities as are envisaged in clause 11.1; any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) liability under law for Tenant’s use of the Premises or the conduct of Tenant’s business or profession, (c) any person employed activity, work, or thing done, permitted or suffered by the Supplier Tenant in or about the Premises or (d) any breach or default in the performance of any obligation on Tenant’s part to be performed under the Supplierterms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES, FROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, BUT IN SUCH EVENT TENANT SHALL NOT BE RESPONSIBLE FOR THAT PORTION OF ANY LOSS WHICH IS HELD TO BE CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES. 12.2 Landlord, at Tenant’s obligations hereundersole cost, including may maintain commercial general liability insurance, rent loss insurance and fire and extended coverage insurance upon the Building in such amounts as Landlord may from time to time determine (“Landlord’s Insurance”). Within ten (10) days after notice from Landlord, Tenant shall pay to Landlord the cost of maintaining Landlord’s Insurance. Tenant expressly authorizes Landlord to use the funds so paid to Tenant to pay such cost. 12.3 Tenant, at Tenant’s sole expense, shall obtain and maintain during the Lease Term property insurance for workers compensationfull replacement cost (without deduction for depreciation) upon all improvements and fixtures situated in the Premises and not covered by Landlord’s Insurance, work cover or similar liabilities and upon the contents of Supplier the Premises, which insurance shall provide protection against perils included within any ISO Special Form property insurance policy written by an admitted insurer in Texas, together with insurance against sprinkler damage (who but Landlord makes no representation that the Building is equipped with a sprinkler system). Tenant expressly agrees that the proceeds of any such insurance shall be liable used for the repair or replacement of the property damaged or destroyed unless this Lease terminates as provided herein. 12.4 Each party hereto hereby waives any cause of action it might have against the other party on account of any loss or damage that is insured against under any property insurance policy (to its employees for the extent that such matters even if they undertake performance of services loss or delivery of Goods on damage is recoverable under such insurance policy) that covers the Building, the Premises, Landlord’s or about NPMLTenant’s fixtures, personal property or premises);business and which names Landlord or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will provide to the other party evidence that its insurance carrier has endorsed all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. 12.5 Tenant shall, at Tenant’s expense, maintain a policy or policies of commercial general liability insurance and liquor liability insurance pertaining to Tenant’s use and occupancy of the Premises hereunder; such insurance to afford protection with limits of not less than Two Million Dollars (c$2,000,000) combined single limit coverage for bodily injury, death to any one person or property damage in any one occurrence. Additionally, Tenant shall maintain umbrella liability coverage with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) in excess of the underlying coverages. The insurance coverage required under this Article 12 shall extend to any liability it may have to NPML of Tenant arising out of Tenant’s indemnity obligations under this lease. The adequacy of the transportation coverage afforded by said insurance shall be subject to review by Landlord from time to time, and if Landlord is advised by Landlord’s insurance agent that a prudent businessman in Xxxxxx County, Texas, operating a business similar to that operated by Tenant upon the Premises, would increase the limits of said insurance, Tenant shall to that extent increase the insurance coverage required by this Section 12.5. In addition to the remedies provided in Article 18 of this Lease, if Tenant fails to maintain the insurance required by this Section, Landlord may, but is not obligated to, obtain such insurance, and Tenant shall pay to Landlord upon demand as additional Rent the premium cost thereof plus interest at the Past Due Rate from the date of payment by Landlord until repaid by Tenant. 12.6 All policies of insurance which Tenant is required to carry shall be issued in the forms required herein by good and solvent insurance companies licensed to do business in the State of Texas with a Best’s Rating of “A” or higher and a Financial Size Category of VIII or higher. Each such policy shall be issued in the name of Tenant, but Landlord and any other party in interest designated by Landlord (such as Landlord’s lender, partners, partners’ officers, brokers or property managers) shall be named as additional insured parties on the liability policies described herein under a Form CG 2026 1185 (or equivalent). Such policies shall be for the mutual and joint benefit and protection of Tenant, Landlord and any such other party in interest. Executed copies of each policy of commercial general liability insurance shall be delivered to Landlord and such other additional insured parties as Landlord may request prior to the delivery of the Goods; and Premises to Tenant. Thereafter copies of each commercial general liability insurance policy shall be so delivered within thirty (d30) where days before the Supplier has design obligationsexpiration of each existing policy. If any insurance policy required hereunder shall expire or terminate, professional indemnity insurance of an amount stated a renewal or additional policy shall be procured and maintained by Tenant in the Purchase Order for the duration of the Supplier’s performance of its obligations like manner and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereoflike extent. Such insurance All such policies shall name NPML as an contain a provision that the company writing said policy will give to Landlord and other additional insured and shall waive parties at least thirty (30) days notice in writing in advance of any rights of subrogation against NPMLcancellation or lapse. The insurance Tenant’s liability policies shall be written as primary policies which do not contribute to and are not in no way define or limit the obligation excess of Supplier in the event of losscoverage which Landlord may carry.

Indemnity Insurance. 11.1 Supplier (a) Except as a result of Landlord's negligence or willful acts, Landlord shall not be liable for any damage to property or any injury to persons, sustained by Tenant or others, caused by conditions or activities on the Premises. After the Rent Commencement Date, Tenant shall indemnify NPML (and its successors and assigns) in respect of Landlord against all loss, damageclaims, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework attorneys' fees at trial and remanufacturing costsupon appeal) arising out therefrom and shall, at all times during the term of or this Lease, carry a policy of commercial liability insurance insuring Tenant and Landlord against any claims for personal injury, death and property damage with an insurer approved by Landlord. Such policy shall initially have a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence/aggregate and shall contain a contractual liability endorsement covering Tenant's indemnification of Landlord set forth in connection with NPML’s Purchase Order, to the extent that the same preceding sentence. Landlord shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use raise the Goods; or (ii) rework minimum coverage amount from time to time in order to keep the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods amount of coverage consistent with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereunderregional business practices. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under law for any person employed After the Rent Commencement Date, Tenant shall at all times during the term of this Lease keep the building or buildings and improvements on the Premises insured against loss or damage by the Supplier such casualties as are covered by an "all risks" or "special risks" (whichever is more comprehensive) policy of insurance in or about the performance an amount not less than 100% of the Supplier’s obligations hereunderfull replacement cost of such buildings and improvements, including for workers compensationwith an "agreed amount" clause and a replacement cost endorsement. Such policy shall also contain demolition and increased cost of construction coverage and, work cover or similar liabilities if a sprinkler system is located within any building which is a part of Supplier (who the Premises, sprinkler leakage insurance. Landlord shall be liable to its employees for named as the insured on such matters even if they undertake performance policy and any lender secured by a first lien deed of services or delivery of Goods trust on or about NPML’s property or premises);Landlord's interest in the Premises shall be named as a mortgagee. (c) any After the Rental Commencement Date, Tenant shall also provide and keep in force (i) rent loss insurance for a period not less than eighteen (18) months in an amount of not less than the applicable Base Rent hereunder and (ii) such other insurance with respect to the Premises, in such amounts as may, from time to time be required by Landlord or its lender, against such other insurable hazards, such as flood or loss and liability it may have to NPML arising out resulting from property damage caused by explosion of boilers, heating apparatus or other pressure vessels, as at the transportation and delivery time are commonly insured against in the case of the Goods; andpremises similarly situated. (d) where Tenant shall, after the Supplier has design obligationsRent Commencement Date, professional indemnity and from time to time thereafter at Landlord's request (but, in any event, not less than thirty (30) days prior to the expiration of the term of each such policy), furnish Landlord with certificates evidencing that all insurance required by this Lease is in effect, full premiums have been paid, and that with respect to liability policies Landlord and any mortgagee are named as insureds or additional insureds as required by the terms hereof. All insurance policies required to be obtained as provided by the terms of an amount stated this Lease shall be effected with insurance companies approved by Landlord and authorized to do business in the Purchase Order State of Florida. All such policies shall provide that they shall not be canceled without at least thirty (30) days' prior written notice to Landlord and any mortgagee. Tenant shall be liable for the duration payment of the Supplier’s performance any deductible amounts with respect to any such policies of its obligations and thereafter for insurance. No policy shall have a period deductible in excess of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss$5,000.00.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML (REPRESENTATIONS, STATUS 6.01 NCSU, and its successors trustees, officers, employees, students, and assignsagents (collectively, “NCSU Indemnitees”) in respect of all losswill be indemnified, defended at Licensee’s sole expense by counsel acceptable to NCSU, and held harmless by Licensee from and against any claim, liability, cost, expense, damage, liability deficiency, loss or injury whatsoever involving obligation, of any person kind or property nature (including third parties including, without limitation, reasonable attorneys’ fees and propertyother costs and expenses of defense) and against any action(collectively, claim, demand, damages, cost, charge “Claims”) to the extent arising on or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising after the Effective Date out of or in connection with NPMLLicensee’s Purchase Orderperformance under this Agreement, including, but not limited to, the exercise of the license(s) granted and any action relating to product liability, but excluding any Claims to the extent that (a) they are based on events or circumstances that occurred prior to the Effective Date and (b) they would have existed in the same shall have been caused or contributed to by any breach by Supplier nature and degree irrespective of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Orderthis Agreement. 11.2 Supplier shall also hold NPML indemnified 6.02 Licensee must maintain in force at its sole cost and expense, with licensed and reputable insurance companies, general liability insurance and products liability insurance coverage in amounts reasonably sufficient to protect against liability under Article 5.01 above. NCSU has the right to ascertain from and against all actionstime to time that such coverage exists, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed such right to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML exercised in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML the amounts hereundera reasonable manner. 11.3 Supplier shall maintain insurance cover6.03 NCSU MAKES NO WARRANTIES OF ANY KIND AND MAKES NO REPRESENTATIONS OTHER THAN THOSE THAT ARE EXPRESS IN THIS AGREEMENT. IN PARTICULAR, at Supplier’s expenseTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOR IS THERE A WARRANTY THAT THE USE OF THE PATENT RIGHTS AND/OR KNOW-HOW WILL NOT INFRINGE ANY PATENT, acceptable to NPML in respect ofCOPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY ENTITY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY NCSU OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE PATENT RIGHTS AND/OR KNOW-HOW. NCSU HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT, PROCESS OR SERVICE. NCSU HAS NO LIABILITY WHATSOEVER TO LICENSEE OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: (a) such liabilities as are envisaged in clause 11.1the production, use, practice, lease, or sale of any product, process, or service; (b) liability under law for any person employed by the Supplier in practice or about the performance other use of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises);Patent Rights and/or Know-How; or (c) any liability it may have advertising or other promotional activities with respect to NPML arising out any of the transportation and delivery foregoing. 6.04 Neither party is an agent of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order other party for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of losspurpose whatsoever.

Indemnity Insurance. 11.1 Supplier shall indemnify NPML Pall Malaysia (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and propertytheir properties) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s the Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law law, contract or contract equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also indemnify and hold NPML indemnified Pall Malaysia harmless from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML Pall Malaysia in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s the Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPMLPall Malaysia, provided that the Supplier shall inform Pall Malaysia of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML Pall Malaysia (including without limitation those awarded against NPML Pall Malaysia in any such suit or proceeding) and, at NPMLPall Malaysia’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for NPML Pall Malaysia to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- non-infringing Goods; or (iv) refund NPML Pall Malaysia the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to NPML Pall Malaysia in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability under at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPMLPall Malaysia’s property or premises); (c) any liability it may have to NPML Pall Malaysia arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order Order, or if no amount is stated, US$5,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML Pall Malaysia on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML Pall Malaysia as an additional insured and shall waive any rights of subrogation against NPMLPall Malaysia. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Indemnity Insurance. 11.1 Supplier a. Subtenant shall protect, indemnify NPML (and its successors save and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with NPML’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified Sublandlord harmless from and against all actions, claims, demands, damageslosses, costs, charges expenses, damages and expenses suffered or liabilities (including, without limitation, reasonable counsel fees and disbursements) of every kind and nature whatsoever, incurred by NPML Sublandlord by reason of or arising out of (i) any accident, death, injury or damage which happens in, on, about or in respect connection with, the Subleased Premises or any part thereof, and which results from the negligent acts or omissions or the willful misconduct of Subtenant or Subtenant’s agents, servants, invitees, contractors or employees; (ii) the condition, occupancy, maintenance, alteration, repair, use or operation of the Subleased Premises or any patents part thereof, and which results from the negligent acts or other intellectual property rights omissions or the willful misconduct of a third partySubtenant or Subtenant’s agents, which may be infringed servants, invitees, contractors or employees; (iii) any act or claimed failure to act by Subtenant to perform or observe any of the agreements, terms, covenants or conditions of the Prime Lease or this Sublease on Subtenant’s part to be infringedperformed or observed; or (iv) failure by Subtenant to vacate the GoodsSubleased Premises and surrender the Subleased Premises in the condition required under this Sublease on or before the expiration of the Term or earlier termination of this Sublease. Subtenant shall protect, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence indemnify and save and hold harmless Prime Landlord to the Specifications provided same extent as Sublandlord is required to Supplier by NPML). Supplier protect, indemnify and save and hold harmless Prime Landlord under the Prime Lease. b. Sublandlord shall pay protect, indemnify and save and hold Subtenant harmless from and against all damageslosses, costs, chargeexpenses, expenses damages and legal liabilities (including, without limitation, reasonable counsel fees and disbursements) of every kind and nature whatsoever, incurred by NPML (including without limitation those awarded against NPML in any such suit Subtenant by reason of or proceeding) and, at NPML’s discretion, either arising out of (i) at Supplierany act or failure to act by Sublandlord to perform or observe any of the agreements, terms, covenants or conditions of this Sublease on Sublandlord’s expense, obtain through negotiation the right for NPML part to purchase and/or use the Goodsbe performed or observed; or (ii) rework any claim made by or through Prime Landlord against Subtenant for Sublandlord’s failure to vacate the Goods so as Subleased Premises and surrender the Subleased Premises in the condition required under this Sublease on or before the expiration of the Term or earlier termination of this Sublease, except to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non- infringing Goods; or (iv) refund NPML extent such failure is caused by the amounts default of Subtenant hereunder. 11.3 Supplier c. Subtenant shall provide and maintain during the Term with respect to the Subleased Premises, with an insurance cover, at Supplier’s expense, company acceptable to NPML in Sublandlord and Prime Landlord, all insurance required to be maintained by Sublandlord under the Prime Lease with respect of: (a) such liabilities to the Subleased Premises. Such insurance will name Sublandlord and Prime Landlord as are envisaged in clause 11.1; (b) liability under law for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability additional insureds and will provide that it may have not be canceled or amended except upon 30 days’ notice to NPML arising out of the transportation Sublandlord and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations Prime Landlord. Subtenant shall furnish Sublandlord and thereafter for a period of 6 years, and shall provide to NPML on request valid Prime Landlord with certificates of insurance in respect thereof. Such evidencing compliance with the foregoing insurance policies shall name NPML as an additional insured requirements. d. Each party hereby waives any and shall waive any all rights of recovery against the other party directly or by way of subrogation or otherwise, and against NPMLthe officers, partners, directors, employees, agents and representatives of the other party, due to the negligence of the other party or any such person for loss or damage to the property of the waiving party or any other loss or damage where such loss or damage was to be covered by the policies of insurance required under this Sublease or the Prime Lease if such insurance were maintained at the time of the loss or damage (whether or not such insurance is in effect) or to the extent such loss or damage is actually covered by any other insurance carried by the waiving party. The Each party shall inform its respective insurance policies shall in no way define or limit the obligation carrier of Supplier this waiver in the manner required with respect to policies issued by such carriers or otherwise arranged, to the extent necessary, so that the coverage afforded thereby is not adversely affected. e. Subtenant shall deliver to Sublandlord a certificate of insurance (reasonably acceptable to Sublandlord) within 5 business days following execution of this Sublease by Subtenant, but in any event prior to entering the Subleased Premises. f. Section 8 will survive the expiration of lossthe Term or earlier termination of this Sublease.

Indemnity Insurance. 11.1 Supplier shall Section 4.1. Tenant agrees to protect, indemnify NPML (and its successors and assigns) in respect of all losssave harmless Landlord from time to time, damage, liability or injury whatsoever involving any person or property (including third parties and property) from and against any actionand all claims, claimdemands and causes of action of any nature whatsoever, demand, damages, cost, charge or and any expenses (including reasonable legal feesattorneys' fees and disbursements) incident to defense of Landlord therefrom, internal processing costs, rework and remanufacturing costs) arising out for injury to or death of persons or loss of or in connection with NPML’s Purchase Order, damage to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law or contract and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold NPML indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by NPML in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under NPML’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by NPML). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by NPML (including without limitation those awarded against NPML in any such suit or proceeding) and, at NPML’s discretion, either (i) at Supplier’s expenseoccurring in, obtain through negotiation on, or about the right for NPML to purchase and/or use the Goods; Demised Premises unless caused by Landlord, Landlord's employees agents or guest, or (ii) rework in any manner growing out of or connected with Tenant's use and occupancy of the Goods so as to make them non-infringing while preserving their original functionality; Demised Premises, or the condition thereof, or (iii) replace occurring anywhere on the Goods with functionally equivalent non- infringing Goods; Shopping Center if caused by or (iv) refund NPML the amounts hereunderresulting from any act, omission or negligence of Tenant, or anyone claiming under Tenant. 11.3 Supplier Section 4.2. Tenant shall also maintain for the mutual benefit of Landlord and Tenant, as their respective interests may appear, insurance coveragainst claims for personal injury or property damage, under a policy of general public liability insurance of not less than a combined single limit of Three Million ($3,000,000.00) Dollars in respect of bodily injury and property damage. Landlord shall accept a general blanket policy covering the Demised Premises and any of Tenant's other stores. Section 4.3. Landlord agrees to carry fire and extended coverage insurance on the buildings located in the Shopping Center, including the Demised Premises. Such insurance shall not cover Tenant's inventory, fixtures, equipment, furnishings and installations which Tenant must separately insure at its own cost and expense. Tenant shall not permit any operations to be conducted in the Demised Premises which would cause suspension or cancellation of the fire and extended coverage insurance policies carried by Landlord. Section 4.4. All insurance provided for under this Lease shall be effected under valid enforceable policies issued by insurers of recognized responsibility, and licensed or authorized to do business in the State of New Jersey. The original policies or certificates thereof of any insurance required to be obtained by Tenant shall be delivered to Landlord, at Supplier’s expenseleast ten (10) days prior to the Term Commencement Date. If Tenant enters the Demised Premises before the Term Commencement Date, acceptable policies or certificates must be delivered to NPML Landlord prior to entry. At least ten (10) days prior to the expiration date of any policy, the original renewal policy for such insurance or certificates thereof shall be delivered by Tenant to Landlord together with satisfactory evidence of payment of the premium on such policy. Each policy shall name Landlord as an additional insured. Each policy shall contain the insurer's agreement that it shall not be canceled without at least ten (10) days' prior written notice to all parties who are insured thereunder other than Tenant. Insofar as, and to the extent that, the following provisions may be effective without invalidating or making it impossible to secure insurance coverage obtainable from responsible insurance companiesdoing business in the State of New Jersey (even though extra premiums may result therefrom), Landlord and Tenant mutually agree that with respect of:to any loss which is covered by insurance then being carried by them respectively, the one carrying such insurance and suffering said loss releases the other of and from any and all claims with respect to such loss, and they further mutually agree that their respective insurance companies shall have no right of subrogation against the other on account thereof. In the event that extra premiums are payable by either party as a result of this provision, the other party shall reimburse the party paying the amount of such extra premium. If, at the written request of one party, this release and nonsubrogation provision is waived, then the obligation of reimbursement shall cease for such period or time as such waiver shall be effective, but nothing contained in this Section shall be deemed to modify or otherwise affect releases elsewhere herein contained for claims of either party. (a) such liabilities as are envisaged in clause 11.1; (b) liability under law Section 4.5. That neither Landlord nor Landlord's agents shall be liable for, and Tenant waives all claims for any and all loss, cost, liability, damage and expense (including attorney's fees and disbursements), penalties and fines incurred in connection with or arising from any injury to Tenant or to any other person employed or for any damage to, or loss (by theft or otherwise) of, any of Tenant's property and/or of the Supplier in property of any other person, irrespective of the cause of such injury, damage or loss (including the acts or negligence of any tenant or occupant of the Shopping Center or of any owners or occupants of adjacent or contiguous property) and whether occasioned by or from explosion, falling plaster, broken glass, electricity, smoke, wind, water, snow or ice being upon or coming through or from the street, roof, subsurface, skylight, trapdoor or windows, electric wiring, plumbing, dampness, water, gas, steam or other pipes or sewage, or the failure of the air-conditioning or refrigeration system, or the breaking of any electric wire, the bursting, leaking or running of water from any tank, washstand, water closet, wastepipe, sprinkler system, radiator, or any other pipe in, above, upon or about the performance Demised Premises or the Building, or which may at any time hereafter be placed therein, or from any other cause whatsoever, excluding, however, if any of the Supplier’s obligations hereunderforegoing results from the negligence of Landlord or its servants, including for workers compensationagents, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about NPML’s property or premises); (c) any liability it may have to NPML arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to NPML on request valid certificates of insurance in respect thereof. Such insurance policies shall name NPML as an additional insured and shall waive any rights of subrogation against NPML. The insurance policies shall in no way define or limit the obligation of Supplier in the event of lossand/or employees.