Common use of Infringement Clause in Contracts

Infringement. Subject to the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rights.

Infringement. Subject In the event that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the terms reasonable likelihood of such a successful claim, and conditions the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this AgreementSection 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, including without limitationPurchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, the Exclusions to Indemnification Obligation (Section 17(bSupplier will grant) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP a Technology Transfer pursuant to Section 4 (Additional Rights6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result in the event that Section 6.11 of the LCA (Aincluding without limitation Section 6.11.1) Products when used for Research Useis applicable to an infringement claim hereunder, and (B) Illumina Hardwarethe terms of such Section 6.11 shall apply, Softwareas applicable, TG Consumablesto such claim; provided, and Temporary Consumables when used for Customer Usehowever that, in accordance with addition to all rights of Purchaser under Section 6.11 of the terms and conditions LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of this Agreementthe research, infringing the valid and enforceable Intellectual Property Rights development, commercialization and/or sale of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), Licensed Product and (ii) pay all settlements entered intothe underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina Purchaser shall have the right, at its optionright to immediately terminate this Agreement pursuant to Section 6.2(a) and, to (Athe extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customerupon Genocea’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rights.request,

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall within the terms Field of Use have the exclusive right, but not the obligation, to initiate and conditions maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of this Agreementinfringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the Exclusions to Indemnification Obligation infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below[**]%), and Customer’s obligations AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to obtain rights UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”[**]%), and the other two Parties will each receive [**] percent (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim[**]%). If All Parties agree to be bound by the Products or any part thereof, become, or in Illumina’s opinion may become, the subject outcome of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, to (A) procure a suit for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rightsunder this Section.

Infringement. Subject Xxxxxxxx will indemnify and defend at its expense, and hold Client, its Affiliates, officers, directors, consultants and employees harmless from any and all liabilities, damages and/or costs (including, but not limited to, reasonable attorneys’ fees) incurred in connection with or related to any third party claim alleging that the terms Platform Services or Supporting Services, as provided by Xxxxxxxx to Client under this Agreement and conditions used within the scope of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against infringe any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a any third party (who is not each, an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and except to the extent that such infringement or unauthorized use arises from, or could have been avoided except for (i) Client’s modification of the Platform Services or use thereof in a manner not contemplated by this Agreement, (ii) pay all settlements entered intothe failure of Client to use any corrections or modifications made available by Xxxxxxxx, (iii) Client Data or other information, materials, instructions or specifications provided by or on behalf of Client, or (iv) the use of the Platform Services in combination with any product or data not provided, required or recommended by Xxxxxxxx, and provided that Client: (a) promptly notifies Xxxxxxxx in writing after receipt of the Infringement Claim; (b) grants Xxxxxxxx sole control of the defense and settlement of the Infringement Claim; and (c) provides Xxxxxxxx, at Rosalind’s expense, with all final judgments reasonable assistance, information and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina authority reasonably required for the defense and settlement of the Infringement Claim. If the Products Platform Services are found by final, non-appealable order of a court of competent jurisdiction to be such an infringement or any part thereofunauthorized use, becomeXxxxxxxx, or in Illumina’s opinion may becomeat its option and expense, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, right to (Ax) procure for Customer Client the right to continue using continued use of such ProductsPlatform Services, (By) modify or replace such Products Platform Services with substantially equivalent noninfringing substitutesnon-infringing services, or (Cz) require the return of modify such Products that Platform Services so it becomes non-infringing. The indemnification obligations set forth in this Section are or may become the subject of an Illumina Infringement Claim Xxxxxxxx’s sole and terminate the rights, licenseexclusive obligations, and any other permissions given hereunder Client’s sole and exclusive remedies, with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) infringement or misappropriation of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rights.of any kind. Notwithstanding the foregoing, this Section 12.3 will not apply to any Services provided during a Trial Period.‌

Infringement. Subject Licensor agrees to the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless CustomerLicensee and its directors, its Affiliates, and their respective officers, directorsemployees and agents, representatives and employees (each a “Customer Indemnitee”), harmless against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments claims, demands, actions, losses, liabilities, judgments, settlements, awards and costs (including reasonable attorneys’ fees' fees and expenses) awarded (collectively, "Liabilities") arising out of or related to any claim against Licensee by a third party that Licensee's use or possession of the Application Software (or the license granted to Licensee hereunder with respect thereto), infringes or violates any United States patent, copyright or other proprietary right of any third party; provided that Licensee gives Licensor prompt notice of any such Customer Indemnitee claim of which it has actual knowledge and cooperates fully with Licensor in connection with the defense of such Illumina Infringement Claimclaim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina Licensor shall have the rightexclusive right to defend and settle at its sole discretion and expense all suits or proceedings arising out of the foregoing. Licensee shall not have the right to settle any action, claim or threatened action without the prior written consent of Licensor (at Licensor's sole and absolute discretion). In case use of the Application Software is forbidden by a court of competent jurisdiction because of proprietary infringement, Licensor shall promptly, at its option, to (Ai) procure for Customer Licensee the right rights to continue using such Products, the Application Software; (Bii) replace the infringing Application Software with non-infringing Application Software of equal performance and quality which are materially the functional equivalent of the infringing Application Software; (iii) modify or replace such Products with substantially equivalent noninfringing substitutes, the infringing Application Software so it becomes non-infringing while materially maintaining the functionality thereof; or (Civ) require if none of the return of such Products that foregoing are or may become commercially practicable, remove the subject of an Illumina Infringement Claim System and terminate the rights, license, Marketing Agreement and this License Agreement Licensor will then be released from any other permissions given hereunder further obligation whatsoever to Licensee with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) infringing part of the returned Product at the time of such required return; provided that, no refund will Application Software. Nothing in this Section shall be given for used-up or expired Consumables. This Section states the entire liability of Illumina deemed to make Licensor liable for any patent or copyright infringement suits that arise in connection with (a) designs, modifications, use, integration or data furnished by Licensee if infringement would have been avoided by not using or combining the Application Software with such other programs or data or (b) if infringement would have been avoided by the use of third party Intellectual Property Rightsan updated version made available to Licensee.

Infringement. Subject to If a third party claims that a [***] or any other material [***] developed by Supplier hereunder, infringes its patent, copyright, trade xxxx, trade secret, industrial design, topographies or other Intellectual Property rights anywhere in the terms world, Supplier shall and conditions of this Agreementdoes hereby indemnify and hold JDSU harmless from and against all claims and other amounts incurred by JDSU in connection with such third party claim, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), limitation any monetary relief awarded against any claim or action brought JDSU by a third-party (who is not an Affiliate of Customer court or an Affiliate of Illumina) other judicial, legal or arbitral process, authority or jurisdiction, or a final settlement amount, if any, as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a such third party (who is not an Affiliate claim and Supplier shall also, at Supplier’s cost, defend JDSU against the third party claim, during which defense, JDSU may be independently represented, at Supplier’s cost, by counsel of Customer or an Affiliate JDSU’s selection. JDSU shall promptly notify Supplier of Illumina) (“Illumina Infringement Claim”)such claim and, and (ii) pay all settlements entered intoat Supplier’s cost, cooperate in the defense and all final judgments related negotiations. In addition to the other obligations set out in this Section, Supplier shall continue to supply Products and costs (including shall use its commercially reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the rightefforts, at its optionown cost, to (A) procure for Customer JDSU and its customers the right to continue using such Productsusing, importing, exporting and selling the Product; or with the consent of JDSU, replace the same with a comparable non-infringing Product or modify the Product so as to avoid the infringement. Where Supplier has not been able to successfully implement either of these options within ninety (B90) modify or replace such Products days of Supplier first learning of the claim, JDSU may [***] immediately by written notice to Supplier, terminate this Agreement and may *** Certain information on this page has been omitted and filed separately with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim Securities and terminate the rights, license, and any other permissions given hereunder Exchange Commission. Confidential treatment has been requested with respect thereto and refund to Customer the depreciated value (as shown in Customeromitted portions. 14 [***] pursuant to this Agreement. Notwithstanding the foregoing, except for Improvements or New Technology solely created by Supplier hereunder, Supplier shall have no obligation to JDSU under this Section 13.2 where the claims relate solely to JDSU’s official records) of the returned Property, JDSU Product at the time of such required return; designs provided that, no refund will be given for used-up to Supplier or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rightsmaterial provided by JDSU to Supplier.

Infringement. Subject to If a third party makes a claim against Customer that the terms and conditions Licensed Products directly infringe any U.S. patent issued as of this Agreementthe Effective Date, including without limitationU.S. copyright, or U.S. trademark or misappropriate any trade secret recognized under the Exclusions to Indemnification Obligation laws of the United States (Section 17(b) below“IP Claim”), Indemnification then Diffeo shall defend Customer against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees and costs) finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Diffeo arising out of such IP Claim; provided that: (a) Customer promptly notifies Diffeo in writing no later than thirty (Section 17(c30) below), Conditions of Indemnification Obligation (Section 17(e) below), and days after Customer’s receipt of notification of a potential claim; (b) Diffeo shall assume sole control of the defense of such claim and all related settlement negotiations; and (c) Customer provides Diffeo, at Diffeo’s request and expense, with the reasonable assistance, information and authority necessary to perform Diffeo’s obligations to obtain rights to Third Party IP pursuant to under this Section 4 (Additional Rights)VII. Notwithstanding the foregoing, Illumina Diffeo shall have no liability for any claim of infringement based on (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each the use of a “Customer Indemnitee”), against superseded or altered release of any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result portion of the Licensed Products, if the infringement would have been avoided by the use of a current unaltered release of the Licensed Products, (Aii) the unauthorized modification of the Licensed Products, or (iii) the use of the Licensed Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, other than in accordance with the terms Documentation and conditions of this Agreement. If, infringing due to an IP Claim or the valid and enforceable Intellectual Property Rights threat of an IP Claim, (x) the Licensed Products are held by a third party (who is not an Affiliate court of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, becomecompetent jurisdiction to be infringing, or in IlluminaDiffeo’s opinion reasonable judgment may becomebe held to infringe by such a court, or (y) Customer receives a valid court order enjoining Customer from using the subject of Licensed Products, or in Diffeo’s reasonable judgment Customer may receive such an Illumina Infringement Claim against Illumina (including its Affiliates) or Customerorder, Illumina shall have the rightDiffeo shall, at its option, (i) replace or modify the Licensed Products to be non-infringing, provided that the replacement Licensed Products contain substantially similar functionality; (ii) obtain for Customer a license to continue using the Licensed Products; or (iii) terminate the license for the infringing programs and refund the depreciated License Fees paid during the current Term for those programs upon return of the programs by Customer. The Licenses Fees shall be depreciated based on a pro- rata straight-line basis based on the percentage determined by dividing (A) procure for number of months that remain under the Agreement (without renewal) after the date that Customer the right or Diffeo provides notice infringing program is first delivered to continue using such Products, Customer of receipt of written notice of an infringement claim by (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) term of the returned Product at Agreement (without renewal). Notwithstanding the time above, if this license is for a term of such required return; provided that5 or more years, no refund will then the license fee shall be given for used-up or expired Consumablesdepreciated on a five (5) year basis. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property RightsTHE FOREGOING SECTION VII STATES THE ENTIRE LIABILITY OF DIFFEO AND ITS LICENSORS TO CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS.

Infringement. Subject to the terms limitations of Section 12, Seller shall indemnify Buyer from and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action suit that may be brought against Buyer by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party alleging that any Product sold hereunder infringes a valid registered U.S. patent, trademark or copyright in existence as of the date of shipment. Seller’s indemnity obligation under this Section 11 shall not extend to any claim or suit that: (who i) is based on the combination or use of the Products with any other goods or components not an Affiliate manufactured by Seller, including for any infringements of Customer combination or an Affiliate process patents covering the use of Illumina) (“Illumina Infringement Claim”), and the Products in combination with other goods or materials not furnished by Seller; (ii) pay is based on the use of the Products in a manner for which the Products were not designed by Seller; (iii) is based on or with respect to Products not designed by Seller or which were otherwise manufactured by Seller according to drawings, designs or specifications proposed or furnished by Buyer; (iv) is based on the modification of the Products other than by Seller, with or without authorization; or (v) relates to a claim of contributory infringement resulting from the use or resale by Buyer of Products sold hereunder. As a condition to such indemnification under this Section 11 Buyer must: (i) have made all settlements entered intopayments then due hereunder; (ii) promptly notify Seller of such claim or suit; (iii) provide all reasonable assistance and cooperation requested by Seller in settling or defending against the claim or suit; and (iv) permit Seller to control completely the defense, settlement, or compromise of any such claim or suit. If any Product becomes the subject of any claim subject to indemnity pursuant to this Section 11, and all final judgments and costs (including reasonable attorneys’ fees) awarded against the use of such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, becomeProduct is enjoined, or in Illumina’s opinion may becomethe event that Seller elects to compromise or settle the claim, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina Seller shall have the right, at its optionoption and expense, to (A) procure for Customer Buyer the right to continue using such ProductsProduct, (B) to replace it with a non-infringing Product, to modify or replace such Products with substantially equivalent noninfringing substitutesthe Product to become non-infringing, or (C) require to refund the return of such Products that are fees and transportation costs paid by Buyer for the Product. In no event, shall Seller be responsible for any compromise or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customersettlement made without Seller’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumableswritten consent. This Section The foregoing states the entire liability of Illumina Seller for any infringement of third party Intellectual Property Rightsinfringement.

Infringement. Subject to the terms and conditions of this AgreementSTEALTHbits will at its own expense defend or settle any claim, including without limitationsuit, the Exclusions to Indemnification Obligation (Section 17(b) below)action, Indemnification or proceeding brought against Licensee by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who a "Claim") to the extent that the Claim is not based on an Affiliate allegation that use of Customer the then-current version of the Software in accordance with this Agreement directly infringes any patent, copyright or an Affiliate trademark, or misappropriates any trade secret ("Infringes"); provided that Licensee (i) shall have given prompt written notice of Illuminasuch Claim to STEALTHbits; (ii) (“Illumina Infringement permits STEALTHbits to retain sole control of the investigation, defense or settlement of such Claim”), and (iiiii) pay all settlements entered into, shall provide STEALTHbits with such cooperation and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee assistance as STEALTHbits may reasonably request from time to time in connection with such Illumina Infringement Claimthe investigation, defense or settlement thereof. STEALTHbits shall have no obligation hereunder to indemnify Licensee for any claim (a) resulting from use of the Software other than as authorized in this Agreement and in the manner described in the Documentation, (b) resulting from a modification of the Software other than by STEALTHbits, or (c) based on Licensee's use of the Software after STEALTHbits recommends discontinuation because of possible or actual infringement or use of a superseded or altered release of Software if the infringement would have been avoided by use of a current unaltered release of the Software made available to Licensee. If the Products or any part thereofSoftware is adjudged by a court of competent jurisdiction to Infringe, becomeand Licensee's use of such Software is enjoined, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the rightSTEALTHbits shall, at its option, to expense and option either (Ai) procure obtain for Customer Licensee the right to continue using such Productsthe Software, (Bii) replace the Software with a functionally equivalent non-Infringing product, (iii) modify or replace such Products with substantially equivalent noninfringing substitutesthe Software so that it is non-Infringing, or (Civ) require accept the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto Infringing Software and refund to Customer the depreciated value (as shown in Customer’s official records) a pro-rated portion of the returned Product at license fee paid for the time of such required return; provided thatInfringing Software, no refund will be given for used-up or expired Consumablesbased on a five (5) year product life. This Section 12 states the entire liability of Illumina for any STEALTHbits, and Licensee's sole and exclusive remedy, with respect to infringement of third party Intellectual Property Rightsintellectual property rights.

Infringement. Subject 8.1 If either Party determines that any of the Patent Rights have been infringed by the Manufacture or Marketing in the Territory of a product containing metformin as its sole active ingredient, such Party shall give to the terms and conditions other Party notice of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Usesuch alleged infringement, in accordance with which event BLS may at its discretion take such steps as it may consider necessary to prosecute such infringement. BLS may not settle any such litigation in a manner that adversely affects the terms and conditions rights of this AgreementDepomed hereunder without the consent of Depomed, infringing the valid and enforceable Intellectual Property Rights of a third party (who is which consent shall not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claimbe unreasonably withheld. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina Depomed shall have the right, at its optionown expense, to (A) procure for Customer be represented by counsel in any such litigation. If BLS, after such notice, elects not to bring suit, it shall notify Depomed of such election within thirty THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED days after receipt of such notice and Depomed shall then have the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require bring suit at its own expense. Depomed shall also have the return of such Products that are or may become right to bring suit if BLS fails to institute suit within ninety days from the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) date of the returned Product original notice of infringement by Depomed. In furtherance and not in limitation of the foregoing provisions of this Section 9.1, Depomed may at the time of its discretion take such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for steps as it may consider necessary to prosecute any infringement of third party Intellectual Property Rightsany patent or other intellectual property rights owned or Controlled by Depomed by the Manufacture or Marketing outside of the Territory of any product containing metformin as the sole active ingredient, and BLS shall have no right to prosecute, or otherwise participate in the prosecution of, any such infringement.

Infringement. Subject 5.4.1 If either Party believes that an infringement by a Third Party with respect to any Institutions Patent Right is occurring or may potentially occur, the terms knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and conditions (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, including [***] of such infringement or potential infringement or [***] of Institutions Patent Rights [***]. If [***] of any Institutions Patent Right [***], then [***] right to initiate a suit under Section 5.4.2 below will terminate immediately without limitationthe obligation of [***] to provide notice to [***], such consent not to be unreasonably withheld, conditioned or delayed. Both Penn and Licensee will use their reasonably diligent efforts to cooperate with each other to terminate such infringement without litigation. If, with respect to an infringement or potential infringement described in an Infringement Notice, such infringement or potential infringement has not been abated within [***] (or within [***]) following the date of such Infringement Notice , then during the period in which, and in the jurisdiction where, [***] under the Institutions Patent Rights that are the subject of such infringement or potential infringement, Licensee shall have the first right, but not the obligation, to institute suit for patent infringement against the infringer after providing Penn [***]. For clarity, the Exclusions information provided by Licensee to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP Institutions pursuant to Section 4 (Additional Rights)the foregoing sentence shall be deemed the Confidential Information of Licensee and Institutions. Institutions may voluntarily join such suit at [***], Illumina but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in such suit. Licensee may not join Institutions, unless Institutions are a necessary party, in a suit initiated by Licensee without Institutions’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. If in a suit initiated by Licensee, Institutions are involuntarily joined other than by Licensee, then Licensee will [***], provided, however, that if [***]. Licensee shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) defendlimits the scope, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim validity or action brought by a third-party (who is not an Affiliate enforcement of Customer Institutions Patent Rights or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered intoadmits fault or wrongdoing on the part of Licensee or Institutions must be approved in advance by Institutions in writing. Licensee’s request for such approval shall include [***]. Institutions shall provide Licensee notice of its approval or denial within [***] of any request for such approval by Licensee, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products provided that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rights[***].

Infringement. Subject In the event that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the terms reasonable likelihood of such a successful claim, and conditions the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this AgreementSection 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, including without limitationPurchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, the Exclusions to Indemnification Obligation (Section 17(bSupplier will grant) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP a Technology Transfer pursuant to Section 4 (Additional Rights6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result in the event that Section 6.11 of the LCA (Aincluding without limitation Section 6.11.1) Products when used for Research Useis applicable to an infringement claim hereunder, and (B) Illumina Hardwarethe terms of such Section 6.11 shall apply, Softwareas applicable, TG Consumablesto such claim; provided, and Temporary Consumables when used for Customer Usehowever that, in accordance with addition to all rights of Purchaser under Section 6.11 of the terms and conditions LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of this Agreementthe research, infringing the valid and enforceable Intellectual Property Rights development, commercialization and/or sale of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), Licensed Product and (ii) pay all settlements entered intothe underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina Purchaser shall have the right, at its optionright to immediately terminate this Agreement pursuant to Section 6.2(a) and, to (Athe extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customerupon Genocea’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rights.request,

Infringement. Subject Licensor agrees to the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless CustomerLicensee and its directors, its Affiliates, and their respective officers, directorsemployees and agents, representatives and employees (each a “Customer Indemnitee”), harmless against any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments claims, demands, actions, losses, liabilities, judgments, settlements, awards and costs (including reasonable attorneys’ fees' fees and expenses) awarded (collectively, "Liabilities") arising out of or related to any claim against Licensee by a third party that Licensee's use or possession of the Application Software (or the license granted to Licensee hereunder with respect thereto), infringes or violates any United States patent, copyright or other proprietary right of any third party; provided that Licensee gives Licensor prompt notice of any such Customer Indemnitee claim of which it has actual knowledge and cooperates fully with Licensor in connection with the defense of such Illumina Infringement Claimclaim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina Licensor shall have the rightexclusive right to defend and settle at its sole discretion and expense all suits or proceedings arising out of the foregoing. Licensee shall not have the right to settle any action, claim or threatened action without the prior written consent of Licensor (at Licensor's sole and absolute discretion). In case use of the Application Software is forbidden by a court of competent jurisdiction because of proprietary infringement, Licensor shall promptly, at its option, to (Ai) procure for Customer Licensee the right rights to continue using such Products, the Application Software; (Bii) replace the infringing Application Software with non-infringing Application Software of equal performance and quality which are materially the functional equivalent of the infringing Application Software; (iii) modify or replace such Products with substantially equivalent noninfringing substitutesthe infringing Application Software so it becomes non-infringing while materially maintaining the functionality thereof, or (Civ) require if none of the return foregoing are commercially practicable, refund all sums paid to Licensor by Licensee with respect to the infringing Application Software less one-sixtieth (1/60th) thereof for each month or portion thereof that has ensued following acceptance of the infringing Application Software. Licensor will then be released from any further obligation whatsoever to Licensee with respect to the infringing part of the Application Software. Nothing in this Section shall be deemed to make Licensor liable for any patent or copyright infringement suits that arise in connection with (a) designs, modifications, use, integration or data furnished by Licensee if infringement would have been avoided by not using or combining the Application Software with such Products that are other programs or may become data or (b) if infringement would have been avoided by the subject use of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund updated version made available to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property RightsLicensee.

Infringement. Subject to 14.1 In the terms and conditions event that the Licensor or the Licensee learns of infringement of commercial significance of Patent Rights licensed under this License Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third knowledgeable Party IP pursuant to Section 4 (Additional Rights), Illumina shall will provide the other Party with (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate written notice of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), such infringement and (ii) pay all settlements entered intoany evidence of such infringement reasonably available to it. During the period in which, and all final judgments and costs (including reasonable attorneys’ fees) awarded against in the jurisdiction where, the Licensee has exclusive rights under this License Agreement, neither the Licensor nor the Licensee will notify an infringer of infringement or put such Customer Indemnitee in connection with such Illumina Infringement Claiminfringer on notice of the existence of any Patent Rights without first obtaining consent of the other. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Licensee puts such infringer on notice (‘Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official recordsNotice”) of the returned Product at existence of any Patent Rights with respect to such infringement without first obtaining the time written consent of the Licensor and if a declaratory judgment action is filed by such required return; provided thatinfringer against the Licensor, no refund then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 14.2 below will terminate immediately without the obligation of the Licensor to provide notice to the Licensee. If the Licensor puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensee and if a declaratory judgment action is filed by such infringer against the Licensor, then Licensor’s right to any recovery from a suit against such infringer for infringement shall be given for usedlimited to Licensor’s actual costs of participating in such litigation, if any. Both the Licensor and the Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. OFFICIAL USE ONLY License Agreement No. 08-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rights.C02403

Infringement. Subject (a) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below)Sublicense remains in effect, and Customer’s obligations if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to obtain rights enjoin such infringement and to Third Party IP recover damages therefor. In any action brought by ECC pursuant to Section 4 (Additional Rights)this subparagraph, Illumina ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) defendhave the right to receive, indemnify from time to time, full and hold harmless Customercomplete information from ECC concerning the status of such suit, its Affiliates(ii) have the right, and their respective officersat Sublicensee's own expense, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought to be represented therein by a third-party (who is not counsel in an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Useadvisory capacity, and (Biii) Illumina Hardware, Software, TG Consumables, cooperate fully with ECC and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who provide whatever assistance is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee reasonably requested by ECC in connection with such Illumina Infringement Claimsuit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, no such action will be required by ECC; however, ECC's Licensor shall, at its own cost and expense, have the Products right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or any part thereofits Licensor is not satisfactory to Sublicensee, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina then Sublicensee shall have the right, at its optionsole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, ECC and its Licensor shall (Ai) procure for Customer have the right to continue using such Productsconsult with Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and thereafter shall have the right to receive, (B) modify or replace such Products with substantially equivalent noninfringing substitutesfrom time to time, or (C) require the return of such Products that are or may become the subject of full and complete information from Sublicensee concerning any actions Sublicensee has taken against an Illumina Infringement Claim and terminate the rights, licenseallege infringer, and (ii) have the right, at ECC's or its Licensor's, as applicable, own expense, to be represented by counsel in an advisory capacity in any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rightslegal proceedings initiated by Sublicensee.

Infringement. Subject AGU will defend Purchaser from and against third party claims (and will pay any resulting damages, costs or liabilities awarded by a court of final jurisdiction) arising solely from a claim that the SDC infringes any United States or Canadian patent or any copyright rights (in or of countries that are signatories to the terms Berne Convention) of a third party. AGU’s obligation is subject to Purchaser’s compliance with the following procedures: (a) Purchaser will promptly notify AGU in writing of any claim or the commencement of any suit, action, proceeding or threat that Purchaser believes will result in losses for which it will be entitled to defense, provided however, that the failure to give such prompt written notice shall not affect the indemnification provided hereunder except to the extent that such failure shall have actually prejudiced AGU; (b) Purchaser will tender to AGU (and conditions its insurer) full authority to defend or settle any such claim; and (c) Purchaser shall cooperate in the defense of this Agreementsuch claim. AGU has no obligation to indemnify Purchaser in connection with any settlement made without AGU’s prior written consent. AGU will defend Purchaser against any such claim brought against Purchaser by counsel retained at AGU’s own expense and of AGU’s own choosing. This section shall not apply to infringement claims arising in whole or in part from (2) the combination of the SDC or any part thereof with other equipment, including without limitationsoftware or products not supplied by AGU if such infringement or misappropriation would not have occurred but for such combination, or (b) Purchaser’s failure to install an update, where same would have avoided such claim. In the Exclusions to Indemnification Obligation (Section 17(b) below)event that the use or sale of the SDC is enjoined, Indemnification by Customer (Section 17(c) below)or, Conditions of Indemnification Obligation (Section 17(e) below)in AGU’s judgment, and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights)may be enjoined, Illumina shall AGU will either: (i) defendprocure for Purchaser the right to continue to use the SDC, indemnify (ii) replace the infringing portion of the SDC with a functionally equivalent product or modify it so that it becomes non- infringing without materially compromising functionality, or (iii) terminate the license granted hereunder and hold harmless Customerreimburse Purchaser for the price originally paid by Purchaser therefore, its Affiliatesreduced by five year straight line depreciation. Upon AGU’s fulfillment of the alternatives set out in this section, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against AGU shall be relieved of any claim further obligation or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) liability to Purchaser as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against any such Customer Indemnitee in connection with such Illumina Infringement Claiminfringement. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property RightsTHIS SECTION STATES AGU’S ENTIRE LIABILITY TO PURCHASER AND PURCHASER’S SOLE REMEDY FOR ANY INFRINGEMENT CLAIMS CONCERNING THE SDC.

Infringement. Subject to the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against If any claim or action brought by a third-party (who is not an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, becomeDeliverable becomes, or in IlluminaVendor’s reasonable opinion may is likely to become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) any claim or Customeraction for infringement, Illumina then Vendor shall have the right, right at its option, to discretion and expense either to: (Aa) procure for Customer the right to continue using to use and exploit such Products, Deliverables in the manner as contemplated in this Agreement; or (Bb) modify such Deliverables to render them non-infringing, provided that such modification does not adversely affect Customer’s use or replace such Products with substantially equivalent noninfringing substitutesexploitation thereof, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto Customer rights as contemplated hereunder. If neither of these remedies are reasonably available to Vendor, Vendor may require Customer to cease using the infringing Deliverable and Vendor will issue Customer a pro-rated refund to Customer based on a 5 year amortization schedule for the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, infringing Deliverable. Vendor shall have no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement caused, to the extent caused by one or more of third the following (each, an “IP Exception”): (i) any alteration or modification of any Deliverable not provided or authorized by Vendor in writing, if the infringement would not have occurred but for the alteration or modification by a party Intellectual Property Rightsother than Vendor; (ii) use of the Deliverable in combination with other programs or data not reasonably intended or foreseeable by the parties to be used with the Deliverable(s), if the infringement would not have occurred but for the use in combination with such programs or data; (iii) use of the Deliverable in a way reasonably intended or foreseeable under the applicable documentation and/or Work Order, if the infringement would not have occurred but for such use; (iv) Vendor’s compliance with Customer’s designs, specifications or instructions, except in the case of copyright infringement or misappropriation or (v) any Customer-provided intellectual property if the infringement would not have occurred but for the Customer intellectual property. The foregoing remedy shall be cumulative and in addition to, and not in lieu of, any other remedies available to Customer, whether pursuant to this Agreement or otherwise and whether at law, in equity, or otherwise.

Infringement. Subject (a) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below)Sublicense remains in effect, and Customer’s obligations if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to obtain rights enjoin such infringement and to Third Party IP recover damages therefor. In any action brought by ECC pursuant to Section 4 (Additional Rights)this subparagraph, Illumina ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) defendhave the right to receive, indemnify from time to time, full and hold harmless Customercomplete information from ECC concerning the status of such suit, its Affiliates(ii) have the right, and their respective officersat Sublicensee's own expense, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought to be represented therein by a third-party (who is not counsel in an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Useadvisory capacity, and (Biii) Illumina Hardwarecooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, Softwareincluding the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, TG Consumablesno such action will be required by ECC; however, ECC's Licensor shall, at its own cost and Temporary Consumables when used for Customer Useexpense, in accordance with have the terms right, but not the obligation, to bring suit to enjoin such infringement and conditions of this Agreementto recover damages therefore. In the event ECC's Licensor elects to bring suit, infringing Sublicensee's rights and obligations hereunder shall be the valid and enforceable Intellectual Property Rights of a third party (who same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right at its sole cost, to take whatever action it deems appropriate in its own name against an Affiliate of Customer or alleged infringer. Additionally, ECC and its Licensor shall (i) have the right to consult with Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and thereafter shall have the right to receive, from time to time, full and complete information from Sublicensee concerning any actions Sublicensee has taken against an Affiliate of Illumina) (“Illumina Infringement Claim”)alleged infringer, and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at ECC's or its optionLicensor's, as applicable, own expense, to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of be represented by counsel in an Illumina Infringement Claim and terminate the rights, license, and advisory capacity in any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rightslegal proceedings initiated by Sublicensee.

Infringement. Subject to 14.1 In the terms and conditions event that the Licensor or the Licensee learns of infringement ofcommercial significance of Patent Rights licensed under this License Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third knowledgeable Party IP pursuant to Section 4 (Additional Rights), Illumina shall will provide the other Party with (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate written notice of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), such infringement and (ii) pay all settlements entered intoany evidence of such infringement reasonably available to it. During the period in which, and all final judgments and costs (including reasonable attorneys’ fees) awarded against in the jurisdiction where, the Licensee has exclusive rights under this License Agreement, neither the Licensor nor the Licensee will notify an infringer of infringement or put such Customer Indemnitee in connection with such Illumina Infringement Claiminfringer on notice of the existence of any Patent Rights without first obtaining consent of the other. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Licensee puts such infringer on notice (‘Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official recordsNotice”) of the returned Product at existence of any Patent Rights with respect to such infringement without first obtaining the time written consent of the Licensor and if a declaratory judgment action is filed by such required return; provided thatinfringer against the Licensor, no refund then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 14.2 below will terminate immediately without the obligation of the Licensor to provide notice to the Licensee. If the Licensor puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensee and if a declaratory judgment action is filed by such infringer against the Licensor, then Licensor’s right to any recovery from a suit against such infringer for infringement shall be given for used-up or expired Consumableslimited to Licensor’s actual costs of participating in such litigation, if any. This Section states Both the entire liability Licensor and the Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. The confidential portions of Illumina for any infringement this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of third party Intellectual Property Rights1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an [***].

Infringement. Subject to the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), Illumina shall (i) defend, BNY will indemnify and hold harmless CustomerCustomer with respect to any liability, its Affiliatesdamages, and their respective officers, directors, representatives and employees (each a “loss or claim incurred by or brought against Customer Indemnitee”), against by reason any claim or infringement against any patent, copyright, license or other property right arising out or by reason of the Customer's use of the Electronic Services in the form provided under this Appendix. BNY at its own expense will defend such action or claim brought against Customer to the extent that it is based on a claim that the Electronic Services in the form provided by a third-party (who BNY infringes any patent, copyrights, license or other property right, provided that BNY is provided with reasonable written notice of such claim, provided that the Customer has not an Affiliate settled, compromised or confessed any such claim without the BNY's written consent, in which event BNY shall have no liability or obligation hereunder, and provided Customer cooperates with and assists BNY in the defense of Customer or an Affiliate such claim. BNY shall have the right to control the defense of Illumina) all such claims, lawsuit and other proceedings. If, as a result of any claim of infringement against any patent, copyright, license or other property right, BNY is enjoined from using the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim. If the Products or any part thereof, becomeElectronic Services, or in Illumina’s opinion may become, if BNY believes that the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, Electronic Services is likely to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim a claim of infringement, BNY at its option may in its sole discretion either (a) at its expense procure the right for the Customer to continue to use the Electronic Services, or (b) at its expense replace or modify the Electronic Services so as to make it non-infringing, or (c) may discontinue the license granted herein upon written notice to Customer. SCHEDULE A Part 1 Name Tax Identification Number ---- ------------------------- Part 2 Tax Name Address Signature Identification Number ---- ------- --------- --------------------- SCHEDULE I CERTIFICATE OF AUTHORIZED PERSONS (THE FUND - ORAL AND INSTRUCTIONS) The undersigned hereby certifies that he/she is the duly elected and terminate acting ________________________ of ____________ (the rights, license"Fund"), and any other permissions given hereunder with respect thereto and refund to Customer further certifies that the depreciated value (as shown in Customer’s official records) following officers or employees of the returned Product at Fund have been duly authorized in conformity with the time Fund's Declaration of such required return; provided thatTrust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York ("Custodian") pursuant to the Custody Agreement between the Fund and Custodian dated _______________, no refund will be given for used-up or expired Consumablesand that the signatures appearing opposite their names are true and correct: Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of Authorized Persons you may currently have on file. This Section states [seal] By: --------------------------- Title: Date: SCHEDULE II I, ______________, a _______________ with THE BANK OF NEW YORK do hereby designate the entire liability of Illumina for any infringement of third party Intellectual Property Rights.following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Servxxx Xxxxxn Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal

Infringement. Subject to 14.1 In the terms and conditions event that the Licensor or the Licensee learns of infringement of commercial significance of Patent Rights licensed under this License Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below), and Customer’s obligations to obtain rights to Third knowledgeable Party IP pursuant to Section 4 (Additional Rights), Illumina shall will provide the other Party with (i) defend, indemnify and hold harmless Customer, its Affiliates, and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third-party (who is not an Affiliate written notice of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Use, and (B) Illumina Hardware, Software, TG Consumables, and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), such infringement and (ii) pay all settlements entered intoany evidence of such infringement The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and all final judgments Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an [***]. reasonably available to it. During the period in which, and costs (including reasonable attorneys’ fees) awarded against in the jurisdiction where, the Licensee has exclusive rights under this License Agreement, neither the Licensor nor the Licensee will notify an infringer of infringement or put such Customer Indemnitee in connection with such Illumina Infringement Claiminfringer on notice of the existence of any Patent Rights without first obtaining consent of the other. If the Products or any part thereof, become, or in Illumina’s opinion may become, the subject of an Illumina Licensee puts such infringer on notice (‘Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina shall have the right, at its option, to (A) procure for Customer the right to continue using such Products, (B) modify or replace such Products with substantially equivalent noninfringing substitutes, or (C) require the return of such Products that are or may become the subject of an Illumina Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official recordsNotice”) of the returned Product at existence of any Patent Rights with respect to such infringement without first obtaining the time written consent of the Licensor and if a declaratory judgment action is filed by such required return; provided thatinfringer against the Licensor, no refund then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 14.2 below will terminate immediately without the obligation of the Licensor to provide notice to the Licensee. If the Licensor puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensee and if a declaratory judgment action is filed by such infringer against the Licensor, then Licensor’s right to any recovery from a suit against such infringer for infringement shall be given for used-up or expired Consumableslimited to Licensor’s actual costs of participating in such litigation, if any. This Section states Both the entire liability of Illumina for any Licensor and the Licensee will use their diligent efforts to cooperate with each other to terminate such infringement of third party Intellectual Property Rightswithout litigation.

Infringement. Subject (a) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation (Section 17(b) below), Indemnification by Customer (Section 17(c) below), Conditions of Indemnification Obligation (Section 17(e) below)Sublicense remains in effect, and Customer’s obligations if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to obtain rights enjoin such infringement and to Third Party IP recover damages therefor. In any action brought by ECC pursuant to Section 4 (Additional Rights)this subparagraph, Illumina ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) defendhave the right to receive, indemnify from time to time, full and hold harmless Customercomplete information from ECC concerning the status of such suit, its Affiliates(ii) have the right, and their respective officersat Sublicensee's own expense, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought to be represented therein by a third-party (who is not counsel in an Affiliate of Customer or an Affiliate of Illumina) as a result of the (A) Products when used for Research Useadvisory capacity, and (Biii) Illumina Hardware, Software, TG Consumables, cooperate fully with ECC and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who provide whatever assistance is not an Affiliate of Customer or an Affiliate of Illumina) (“Illumina Infringement Claim”), and (ii) pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee reasonably requested by ECC in connection with such Illumina Infringement Claimsuit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, no such action will be required by ECC; however, ECC's Licensor shall, at its own cost and expense, have the Products right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or any part thereofits Licensor is not satisfactory to Sublicensee, become, or in Illumina’s opinion may become, the subject of an Illumina Infringement Claim against Illumina (including its Affiliates) or Customer, Illumina then Sublicensee shall have the right, at its optionsole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, ECC and its Licensor shall (A1) procure for Customer have the right to continue using such Productsconsult with Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and thereafter shall have the right to receive, (B) modify or replace such Products with substantially equivalent noninfringing substitutesfrom time to time, or (C) require the return of such Products that are or may become the subject of full and complete information from Sublicensee concerning any actions Sublicensee has taken against an Illumina Infringement Claim and terminate the rights, licensealleged infringer, and (ii) have the right, at ECC's or its Licensor's, as applicable, own expense, to be represented by counsel in an advisory capacity in any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any infringement of third party Intellectual Property Rightslegal proceedings initiated by Sublicensee.