Common use of Indemnity Insurance Clause in Contracts

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, and hold harmless, and shall require all SUBLICENSEES to defend, indemnify, and hold harmless LSU, its board members, officers, employees and agents, from and against any and all claims of any kind arising out of or related to the exercise of any rights granted to 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 any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 10.1 above. (a) Prior to th; 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 set forth in 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, imported, or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain the commercial general liability insurance coverage prior to any manufacture of, use of, or commercial activity involving any LICENSED PRODUCT, and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4. 1. Not more frequently than once in any [*] month period, LSU shall have the right to review the amount of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSU, its board members, officers, employees and agents, from MICHIGAN for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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, including errors and omissions, arising out from or in connection with, any of the following: (1) Any manufacture, use, SALE or other disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement by LICENSEEPATENT RIGHTS. 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance, in and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1, and LICENSEE shall require the same of any SUBLICENSEE. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain — or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE’s policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE — and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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 PROCESSmust specify MICHIGAN as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students, and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement by LICENSEEPATENT RIGHTS. 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect the events covered by Paragraph 10.1. Prior to any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, SUBLICENSEE, and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain — or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE’s policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE — and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSmust specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 13.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES its Affiliates and Sublicensees to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, its board membersRegents, fellows, officers, employees and agentsagents ("Indemnitees"), from for and against any claims, demands, damages, losses, and all claims expenses of any kind nature (including reasonable attorneys, fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising out from any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, Affiliates, Sublicensees or transferees of Products; (2) The direct or indirect use by any person of Products made, used, sold or otherwise distributed by LICENSEE, Affiliates or Sublicensees; (3) The use by LICENSEE, Affiliates or Sublicensees of any invention or computer software related to the exercise of any rights granted to LICENSEE under this Agreement TECHNOLOGY or the breach Licensed Patents. The indemnification required above shall not apply to any liability, damage, loss or expense to the extent that it is directly attributable to (1) the grossly negligent or intentional misconduct of this Agreement the Indemnitees, or (2) damages incurred by patients of MICHIGAN due to the negligent administration to them, by MICHIGAN, of Products supplied by LICENSEE. 10.2 LSU is entitled to 13.2 MICHIGAN may participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 10.1 13.1 above. (a) Prior to th; occurrence 13.3 Before any distribution of any of the activities specified in subparagraph (b)Product by LICENSEE or an Affiliate, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policy, including policy of product liability coverageinsurance. Before any distribution of any Product by a Sublicensee, LICENSEE shall require that the Sublicensee purchase and maintain in the amount determined as set forth in subparagraph (c)effect a policy of product liability insurance. Such Each such insurance policy shall will provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS Products manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain and Affiliates -- or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a Sublicensee's policy, use of, or commercial activity involving any LICENSED PRODUCT, by the Sublicensee -- and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSwill specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4. 1. Not more frequently than once in any [*] month period, LSU shall have the right to review the amount of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 same manner required of LICENSEE, including, but not limited to, the requirements for determining the amount, obtaining, and providing evidence of such insurance to LSU. No SUBLICENSEE shall commence any of the activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEEMICHIGAN, upon request.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students, and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement other disposition by LICENSEE., SUBLICENSEES or transferees of LICENSED PRODUCTS or LICENSED PROCESSES and (2) The direct or indirect use by any person of LICENSED PRODUCTS made, used, sold or otherwise distributed by LICENSEE or SUBLICENSEES 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect the events covered by Paragraph 10.1. Prior to any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, SUBLICENSEE, and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain -- or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE -- and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSmust specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally Agreement. ******** This material has been omitted pursuant to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, a request for purposes of this paragraph only, be treated as a SUBLICENSEE). Any contract or agreement between LICENSEE confidential treatment and SUBLICENSEE shall require that SUBLICENSEE comply with all insurance requirements provided for in this paragraph in the 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 activities described in subparagraph (b) without complying filed separately with the provisions of this Paragraph in the same manner required of LICENSEESecurities and Exchange Commission.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students, and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind nature (including attorneys’ fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] economic loss or products liability arising out from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement by LICENSEEPATENT RIGHTS. 10.2 LSU is entitled to participate at At its sole option and expense and through counsel of its own selection, MICHIGAN is entitled to participate and may join in any legal actions related to any such claims, demands, 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 written approval, such approval not to be unreasonably withheld, delayed or conditioned. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect to the events covered by Paragraph 10.1. Prior to any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, SUBLICENSEE, and MICHIGAN with respect to the events covered by Paragraph 10.1. Each such insurance policy must provide coverage which is reasonable in the amount determined as set forth pharmaceutical industry in subparagraph (c). Such policy shall provide reasonable coverage relation to the stage and type of activity being engaged in by LICENSEE or any SUBLICENSEE for all claims with respect to any LICENSED PROCESS used or licensed and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain — or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE’s policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE — and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSmust specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students, and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement by LICENSEEPATENT RIGHTS. 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect the events covered by Paragraph 10.1. Prior to any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, SUBLICENSEE, and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain — or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE’s policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSmust specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSU, its board members, officers, employees and agents, from DUKE for and against any and all claims claims, demands, damages, losses, and expenses of any kind nature (including attorneys’ fees and other litigation expenses) (hereinafter “Claim”), including, but not limited to, death, personal injury, illness, property damage, economic loss or products liability, or errors and omissions, arising out from or in connection with, any of the following: (1) Any manufacture, use, SALE or other disposition by LICENSEE, SUBLICENSEES or transferees of LICENSED PRODUCTS or LICENSED PROCESSES; (2) The use by any third party of LICENSED PRODUCTS made, used, sold or otherwise distributed by LICENSEE or SUBLICENSEES; (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise PATENT RIGHTS; and (4) to the extent they are brought as a result of LICENSEE’s or SUBLICENSEE’s activities hereunder or with respect to the PATENT RIGHTS, any Claim of infringement and/or claim of invalidity of any rights granted to LICENSEE under this Agreement or claim(s) of the breach of this Agreement by LICENSEEPATENT RIGHTS. 10.2 LSU 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, demands, damages, losses and expenses under Paragraph 10.1 above. LICENSEE shall not settle any such legal action with an admission of wrongdoing or non-indemnified liability of DUKE without DUKE’s written approval (which shall not be unreasonably withheld). DUKE may, at its sole discretion, reasonably cooperate with LICENSEE as requested in connection with the foregoing; provided, however, that DUKE will reasonably cooperate with LICENSEE to the extent DUKE’s participation in any such legal action is required for such action to proceed. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance, in and errors and omissions insurance which shall protect LICENSEE and DUKE with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1 and LICENSEE shall require the same of any SUBLICENSEE. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain the commercial general liability insurance coverage prior to any manufacture of, use of, or commercial activity involving any LICENSED PRODUCTin the case of a SUBLICENSEE’s policy, by said SUBLICENSEE, and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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 PROCESSmust specify DUKE as an additional insured. LICENSEE shall provide LSU with written notice furnish proof of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4. 1. Not more frequently than once in any [*] month period, LSU shall have the right to review the amount of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 same manner required of LICENSEE, including, but not limited to, the requirements for determining the amount, obtaining, and providing evidence of such insurance to LSU. No SUBLICENSEE shall commence any of the activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEEDUKE, upon request.

Indemnity Insurance. 10.1 8.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students. and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or other 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 promise by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted to LICENSEE under this Agreement LICENSED PRODUcrS or the breach of this Agreement by LICENSEELICENSED PROCESSES. 10.2 LSU 8.2 MICHIGAN is entitled to 10 participate at its is option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, . demands, damages, losses and expenses under Paragraph 10.1 8.1 above. LICENSEE shall not settle any such legal action with an admission of liability of MICHIGAN without MICHIGAN’s written approval, and MICHIGAN shall not settle any such legal action without LICENSOR's written approval. (a) 8.3 Prior to th; occurrence any use of any LICENSED PRODUCT in a human being or use of the activities specified in subparagraph (b), any LICENSED PROCESS on a human being by LICENSEE. LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect the events covered by Paragraph 8. 1. Prior to any use of any LICENSED PRODUCT in a human being or use of any LICENSED PROCESS on a human being by a SUBLICENSEE. LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance. including product liability insurance and errors and omissions insurance which shall protect LICENSEE. SUBLICENSEE, in and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 8.1. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, . sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain .• or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use ofby said SUBLICENSEE and must specify MICHIGAN including its Regents, or commercial activity involving any LICENSED PRODUCTfellows, officers and product liability coverage prior to distribution ofemployees, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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 PROCESSas an additional insured. LICENSEE shall provide LSU furnish certificate(s} of such insurance 10 MICHIGAN, upon request. 8.4 In no event shall either party hereunder shall 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. 8.5 LICENSEE agrees to handle, store, use, and dispose of LICENSED PRODUCTS and LICENSED PROCESSES in compliance with written notice of the amount of insurance LICENSEE intends to obtain all applicable laws, regulations and which LICENSEE believes to be consistent guidelines, and in accordance with industry practicesafe and prudent practices. LICENSEE shall obtain require the requisite insurance coverage with a policy limit same of at least [*] per occurrenceany transferees of LICENSED PRODUCTS and SUBLICENSEES (to the extent otherwise permitted hereunder). 8.6 LICENSEE agrees to utilize adequate systems, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right procedures and personnel to review this amount and shall have oversee arrangements for the right to request LICENSEE to increase the amountreceipt, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating handling, storage. use and disposal of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any materials of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate nature of insurance evidencing LICENSED PRODUCTS and LICENSED PROCESSES and that it has obtained the amount will ensure that 011 persons involved in retrieving, hand ling. storing. using or disposing of LICENSED PRODUCTS and type of insurance required pursuant LICENSED PROCESSES are adequately qualified by training and experience to this Paragraphdo so safely and legally. (g) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4. 1. Not more frequently than once in any [*] month period, LSU shall have the right to review the amount of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees, students, and agents, for and against any and all claims, demands, damages, losses, and expenses of any 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 disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the PATENT RIGHTS. 10.2 HHMI and its trustees, officers, employees and agentsagents (collectively, “HHMI INDEMNITEES”) will be indemnified, defended by counsel acceptable to HHMI, and held harmless by LICENSEE from and against any and all claims 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, “HHMI INDEMNIFIED CLAIMS”), based upon, arising out of, or otherwise relating to this Agreement, including without limitation any cause of action relating to product liability. The previous sentence will not apply to any HHMI INDEMNIFIED CLAIM that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or related to the exercise willful misconduct of any rights granted to LICENSEE under this Agreement or the breach of this Agreement by LICENSEEan HHMI INDEMNITEE. 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.4 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE, in the amount determined as set forth in subparagraph (c). Such policy shall provide reasonable coverage for all claims HHMI and MICHIGAN with respect to any LICENSED PROCESS used the events covered by Paragraphs 10.1 and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, or otherwise distributed by LICENSEE10. (b) LICENSEE shall obtain the commercial general liability insurance coverage prior to any manufacture of, use of, or commercial activity involving any LICENSED PRODUCT, and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4. 1. Not more frequently than once in any [*] month period, LSU shall have the right to review the amount of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students, and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement other disposition by LICENSEE., SUBLICENSEES or transferees of LICENSED PRODUCTS or LICENSED PROCESSES and (2) The direct or indirect use by any person of LICENSED PRODUCTS made, used, sold or otherwise distributed by LICENSEE or SUBLICENSEES 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect the events covered by Paragraph 10.1. Prior to any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, SUBLICENSEE, and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain -- or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE -- and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSmust specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, its board members[…***…], officers, employees FOUNDATION and agents, from LLS for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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, including errors and omissions, arising out from or in connection with, any of the following: (1) Any manufacture, use, SALE or other disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted PATENT RIGHTS. LICENSEE shall not be obligated to LICENSEE defend, indemnify or hold MICHIGAN, […***…], FOUNDATION or LLS harmless under this Agreement Paragraph after any unappealed or unappealable order of a court of competent jurisdiction holds that the breach of this Agreement claims, demands, damages, losses or expenses were determined to be legally caused solely by LICENSEEthe gross negligence or willful misconduct by MICHIGAN, […***…], FOUNDATION or LLS, respectively. 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance, in and errors and omissions insurance which shall protect LICENSEE, […***…], FOUNDATION and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1, and LICENSEE shall require the same of any SUBLICENSEE. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain -- or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use ofby said SUBLICENSEE -- and must specify MICHIGAN, or commercial activity involving any LICENSED PRODUCT, […***…] and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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 PROCESSFOUNDATION as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, its board membersRegents, fellows, officers, employees and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE or SUBLICENSEES 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; (3) The use or practice by LICENSEE or SUBLICENSEES of any invention related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement by LICENSEEPATENT RIGHTS. 10.2 LSU 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 claims, demands, damages, losses and expenses under Paragraph 10.1 above. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general policy of product liability insurance, completed operations, and/or errors and omissions insurance, whichever is applicable to such activity. Prior to any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect a policy of product liability insurance policyand/or errors and omissions insurance, including product liability coverage, in the amount determined as set forth in subparagraph (c)whichever is applicable to such activity. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain -- or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE -- and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSmust specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4. 1. Not more frequently than once in any [*] month period, LSU shall have the right to review the amount of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 same manner required of LICENSEE, including, but not limited to, the requirements for determining the amount, obtaining, and providing evidence of such insurance to LSU. No SUBLICENSEE shall commence any of the activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEEMICHIGAN, upon request.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, its board members[***], officers, employees FOUNDATION and agents, from LLS for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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, including errors and omissions, arising out from or in connection with, any of the following: (1) Any manufacture, use, SALE or other disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted PATENT RIGHTS. LICENSEE shall not be obligated to LICENSEE defend, indemnify or hold MICHIGAN, [***], FOUNDATION or LLS harmless under this Agreement Paragraph after any unappealed or unappealable order of a court of competent jurisdiction holds that the breach of this Agreement claims, demands, damages, losses or expenses were determined to be legally caused solely by LICENSEEthe gross negligence or willful misconduct by MICHIGAN, [***], FOUNDATION or LLS, respectively. 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance, in and errors and omissions insurance which shall protect LICENSEE, [***], FOUNDATION and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1, and LICENSEE shall require the same of any SUBLICENSEE. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain -- or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use ofby said SUBLICENSEE -- and must specify MICHIGAN, or commercial activity involving any LICENSED PRODUCT, [***] and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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 PROCESSFOUNDATION as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 8.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students. and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or other 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 promise by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted to LICENSEE under this Agreement LICENSED PRODUCTS or the breach of this Agreement by LICENSEELICENSED PROCESSES. 10.2 LSU 8.2 MICHIGAN is entitled to 10 participate at its is option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, . demands, damages, losses and expenses under Paragraph 10.1 8.1 above. LICENSEE shall not settle any such legal action with an admission of liability of MICHIGAN without MICHIGAN’s written approval, and MICHIGAN shall not settle any such legal action without LICENSOR's written approval. (a) 8.3 Prior to th; occurrence any use of any LICENSED PRODUCT in a human being or use of the activities specified in subparagraph (b), any LICENSED PROCESS on a human being by LICENSEE. LICENSEE shall purchase and maintain in effect commercial general liability 1. Prior to any use of any LICENSED PRODUCT in a human being or use of any LICENSED PROCESS on a human being by a SUBLICENSEE. LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance policy, insurance. including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE. SUBLICENSEE, in and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 8.1. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, . sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain .• or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use ofby said SUBLICENSEE and must specify MICHIGAN including its Regents, or commercial activity involving any LICENSED PRODUCTfellows, officers and product liability coverage prior to distribution ofemployees, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial. (c) 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 PROCESSas an additional insured. LICENSEE shall provide LSU furnish certificate(s} of such insurance 10 MICHIGAN, upon request. 8.4 In no event shall either party hereunder shall 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. 8.5 LICENSEE agrees to handle, store, use, and dispose of LICENSED PRODUCTS and LICENSED PROCESSES in compliance with written notice of the amount of insurance LICENSEE intends to obtain all applicable laws, regulations and which LICENSEE believes to be consistent guidelines, and in accordance with industry practicesafe and prudent practices. LICENSEE shall obtain require the requisite insurance coverage with a policy limit same of at least [*] per occurrenceany transferees of LICENSED PRODUCTS and SUBLICENSEES (to the extent otherwise permitted hereunder). 8.6 LICENSEE agrees to utilize adequate systems, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right procedures and personnel to review this amount and shall have oversee arrangements for the right to request LICENSEE to increase the amountreceipt, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating handling, storage. use and disposal of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any materials of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate nature of insurance evidencing LICENSED PRODUCTS and LICENSED PROCESSES and that it has obtained the amount will ensure that 011 persons involved in retrieving, hand ling. storing. using or disposing of LICENSED PRODUCTS and type of insurance required pursuant LICENSED PROCESSES are adequately qualified by training and experience to this Paragraphdo so safely and legally. (g) LICENSEE shall furnish current certificate(s) of insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4. 1. Not more frequently than once in any [*] month period, LSU shall have the right to review the amount of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.

Indemnity Insurance. 10.1 LICENSEE shall defend, indemnify, indemnify and hold harmless, harmless and shall require all SUBLICENSEES to defend, indemnify, indemnify and hold harmless LSUMICHIGAN, including its board membersRegents, fellows, officers, employees employees, students, and agents, from for and against any and all claims claims, demands, damages, losses, and expenses of any kind 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 out from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, SUBLICENSEES or transferees 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; and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or computer software related to the exercise of any rights granted to LICENSEE under this Agreement or the breach of this Agreement by LICENSEEPATENT RIGHTS. 10.2 LSU 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 claims, demands, 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 written approval. (a) 10.3 Prior to th; occurrence any distribution or commercial use of any LICENSED PRODUCT or use of the activities specified in subparagraph (b)any LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect a commercial general liability insurance policyinsurance, including product liability coverageinsurance and errors and omissions insurance which shall protect LICENSEE and MICHIGAN with respect the events covered by Paragraph 10.1. Prior to any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and maintain in effect commercial general liability insurance, including product liability insurance and errors and omissions insurance which shall protect LICENSEE, SUBLICENSEE, and MICHIGAN with respect to the amount determined as set forth in subparagraph (c)events covered by Paragraph 10.1. Such Each such insurance policy shall must provide reasonable coverage for all claims with respect to any LICENSED PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, imported, licensed or otherwise distributed by LICENSEE. (b) LICENSEE shall obtain -- or, in the commercial general liability insurance coverage prior to any manufacture ofcase of a SUBLICENSEE's policy, use of, or commercial activity involving any LICENSED PRODUCT, by said SUBLICENSEE -- and product liability coverage prior to distribution of, sale of, offer for sale of, importation of, any LICENSED PRODUCT or LICENSED PROCESSmust specify MICHIGAN, including use in any clinical trial. (c) 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 PROCESSits Regents, fellows, officers and employees, as an additional insured. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE believes to be consistent with industry practice. LICENSEE shall obtain the requisite insurance coverage with a policy limit of at least [*] per occurrence, with aggregate limits at least [*] per year. The maximum deductible may not exceed [*]. LSU shall have the right to review this amount and shall have the right to request LICENSEE to increase the amount, consistent with current industry practice. (d) All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or better. (e) All insurance obtained pursuant to this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, including its board members, officers, agents and employees. (f) Prior to commencing any of the activities described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount and type of insurance required pursuant to this Paragraph. (g) LICENSEE shall furnish current certificate(s) of such insurance evidencing the required insurance coverage on an annual basis in the annual report due each July 31 under the provisions of Paragraph 4to MICHIGAN, upon request. 1. Not more frequently than once in 10.4 In no event shall either party hereunder be liable to the other for any [*] month periodspecial, LSU shall have the right to review the amount indirect, or consequential damages of insurance carried by LICENSEE, and to require LICENSEE to increase the amount of coverage, consistent with then-current life science industry practice for companies that are similarly situated to LICENSEE. (h) The provisions any kind whatsoever resulting from any breach or default of this paragraph shall apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s rights under this Agreement, which transferee shall, for purposes of this paragraph only, be treated as 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 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 activities described in subparagraph (b) without complying with the provisions of this Paragraph in the same manner required of LICENSEE.