Common use of Liability and Indemnity Clause in Contracts

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS 7.1 TO THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS MAXIMUM EXTENT PERMITTED BY LAW, A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL WILL NOT BE LIABLE TO BUYER THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THE FOREGOING EXCLUSION OF DAMAGES SHALL NOT LIMIT CUSTOMER’S INDEMNITY OBLIGATIONS UNDER CLAUSE 7.3 OR EITHER PARTY’S LIABILITY FOR ANY BREACH OF THIS AGREEMENT’S CONFIDENTIALITY PROVISIONS. 7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CSC'S AGGREGATE LIABILITY FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED DAMAGES NOT EXCLUDED UNDER CLAUSE 7.1 (REGARDLESS OF THE LEGAL BASIS ON WHICH THEY ARISE OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS ARE INCURRED) FOR A SERVICE IS LIMITED TO THE LESSER OF SUPPLIER (I) ALL AMOUNTS PAID TO CSC UNDER THIS AGREEMENT OR (II) FIVE THOUSAND DOLLARS (US $5,000.00). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFYEXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE SUCH JURISDICTIONS, CSC’S LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENTMAXIMUM EXTENT PERMITTED BY LAW. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS7.3 Customer agrees to indemnify and hold CSC harmless from and against any and all actions, LOSS OF BUSINESSclaims, LOSS OF REVENUEproceedings, LOSS OF CONTRACTSlosses, LOSS OF GOODWILLdamages, LOSS OF ANTICIPATED EARNINGS OR SAVINGS costs and expenses (IN EACH CASE WHETHER DIRECTincluding legal fees) and other liabilities of whatever nature, INDIRECTwhether foreseeable or not, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE)and whether direct or indirect, WASTED MANAGEMENTincurred by CSC in respect of any third party claim arising out of or in connection with this Agreement, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTexcept to the extent that such third party claim arises as a result of CSC’s gross negligence, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGwilful misconduct or breach of this Agreement. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):7.4 CSC shall not be responsible for any failure to meet its obligations under this Agreement to the extent that such failure is caused by an event beyond CSC's reasonable control. 7.5 The damages payable by one party to the other party under or in connection with this Agreement shall be reduced to the extent that the other party contributed to or caused the act or omission giving rise to such liability.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS LICENSEE EXPRESSLY ACKNOWLEDGES AND WARRANTS AGREES THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS SOFTWARE IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS AT LICENSEE'S SOLE RISK. NEITHER PARTY SHALL MAKE A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL CLAIM AGAINST, NOR BE LIABLE TO BUYER THE OTHER PARTY OR TO ANY AFFILIATE OF THE OTHER PARTY FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER DAMAGE OCCURING IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT AND/OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFYUSE OF OR INABILITY TO USE THE SOFTWARE, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR ARISE PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, BUSINESS OPPORTUNITY, OR INJURY TO BUSINESS REPUTATION, ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TERMINATION THEREOF, UNDER ANY ORDER LAW, IN RESPECT OF: 16.6.1 LOSS CONTRACT OR IN TORT, EXCEPT FOR DAMAGES CAUSED DUE TO INTENT OR GROSS NEGLIGENCE. THE AGGREGATE AND CUMULATIVE LIABILITY OF PROFITSEMBOTECH TOWARDS LICENSEE FOR ANY AND ALL COSTS, LOSS DAMAGES, CLAIMS, OR LOSSES FROM ALL CAUSES OF BUSINESS, LOSS ACTION AND UNDER ALL THEORIES OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS LIABILITY UNDER THIS AGREEMENT AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT THE USE OF OR INABILITY TO THIS AGREEMENT OR USE THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY WILL BE LIMITED TO, AND WILL PAY NOT EXCEED, THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):ACTUALLY RECEIVED BY EMBOTECH FROM LICENSEE UNDER THIS AGREEMENT.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS 17.1 LJC HEREBY HOLDS HARMLESS AND WARRANTS INDEMNIFIES THE CLIENT AND SHALL HAVE NO CLAIM AGAINST IT (SUBJECT AS HEREINAFTER PROVIDED) AGAINST ANY LEGAL LIABILITY FOR CLAIMS OR SUITS, INCLUDING COSTS AND EXPENSES INCIDENTAL THERETO, IN RESPECT OF: 17.1.1 INJURY TO OR DEATH OF ANY EMPLOYEES OF LJC, ITS SERVANTS, AGENTS OR SUBCONTRACTORS; AND 17.1.2 DAMAGE TO OR LOSS OF PROPERTY OWNED OR OPERATED BY, OR ON BEHALF OF, LJC AND ANY CONSEQUENTIAL LOSS OR DAMAGE; ARISING FROM AN ACT OR OMISSION OF THE CLIENT IN THE PERFORMANCE OF THIS AGREEMENT; PROVIDED THAT IT HAS SUCH ACT OR OMISSION WAS NOT DONE WITH INTENT TO CAUSE DAMAGE, DEATH, DELAY, INJURY OR LOSS, OR RECKLESSLY, OR WITH KNOWLEDGE THAT DAMAGE, DEATH, DELAY, INJURY OR LOSS WOULD PROBABLY RESULT. THE AUTHORITY INDEMNITY IN THIS CLAUSE 17.1 SHALL NOT APPLY TO PERFORM ALL ITS OBLIGATIONS AND GRANT ANY FAILURE ON THE RIGHTS GRANTED PURSUANT PART OF THE CLIENT TO PAY AMOUNTS UNDER THIS AGREEMENT WHEN DUE, OR THE ORDER CONSEQUENCES OF THE FAILURE TO DO SO. 17.2 LJC HEREBY WAIVES, AND THAT SUCH PERFORMANCE OR SHALL HAVE NO CLAIM WHATSOEVER AGAINST THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH CLIENT OF ANY AGREEMENT TO WHICH IT IS A PARTY NATURE WHATSOEVER, FOR PUNITIVE OR OTHERWISE BOUNDEXEMPLARY DAMAGES OR ANY OTHER CONSEQUENTIAL LOSS OF ANY NATURE WHATSOEVER, IRRESPECTIVE OF THE DEGREE OF NEGLIGENCE OR MISCONDUCT ON THE PART OF THE CLIENT. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL 17.3 THE CLIENT HEREBY HOLDS HARMLESS AND INDEMNIFIES THE INDEMNIFIED PARTIES IN RESPECT OF ANY DEMANDS, CLAIMS OR PROCEEDINGS OF ANY NATURE WHATSOEVER BROUGHT OR INSTITUTED BY THIRD PARTIES IN RESPECT OF ANY LOSSES, DAMAGES, COSTSEXPENSES, EXPENSES AND ANY OTHER SUMS INCURRED COSTS OR CHARGED THAT BUYER MAY SUFFER LIABILITIES SUFFERED BY SUCH THIRD PARTIES IN CONNECTION WITH ANY DEATH, INJURY, DELAY, DAMAGE, DESTRUCTION, LOSS OR OTHER EVENT CONNECTED WITH THE AIRCRAFT, OR ANY DEFECT THEREIN, OR ANY WORK PERFORMED IN TERMS OF THIS AGREEMENT, OR ANY DELAYS IN COMPLETING THE WORK, OR ANY FAILURE BY LJC TO DETECT OR PREVENT ANY DEFECT, FAULT OR DAMAGE TO THE AIRCRAFT, AND WHETHER OR NOT ANY OF THE AFORESAID ARE DUE TO ANY NEGLIGENT ACT OR OMISSION ON THE PART OF ANY OF THE INDEMNIFIED PARTIES; PROVIDED THAT SUCH INDEMNITY SHALL NOT APPLY WHERE SUCH LOSS, DAMAGE, EXPENSE, COST OR LIABILITY ARISES OUT OF THE WILFULLY RECKLESS OR GROSSLY NEGLIGENT ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDERLJC. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED 17.4 THE CLIENT HEREBY WAIVES AND HOLD HARMLESS BUYER FROM AND AGAINST ABANDONS ANY CLAIMS BY THIRD AGAINST THE INDEMNIFIED PARTIES WHICH ARE CAUSED BY OR ARISE OF ANY WHATSOEVER NATURE AND HOWEVER ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH WITH THE PERFORMANCE BY SUPPLIER LJC OF ANY OF ITS OBLIGATIONS AND THE SUPPLY OF ANY WORK IN TERMS OF THIS AGREEMENT AGREEMENT, PROVIDED THAT SUCH WAIVER AND ABANDONMENT SHALL NOT APPLY TO CASES OF PROVEN RECKLESSNESS, GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LJC. 17.5 NOTWITHSTANDING THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY PROVISOS IN 17.3 AND 17.4 OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR THIS CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR , THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4CLIENT HEREBY WAIVES, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL AND SHALL HAVE NO LIABILITY UNDER CLAIM WHATSOEVER AGAINST LJC OF ANY NATURE WHATSOEVER, FOR PUNITIVE OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITSEXEMPLARY DAMAGES, LOSS OF BUSINESSUSE, PROFIT, PRODUCTION OR REVENUE, OR BUSINESS INTERRUPTION, OR ANY OTHER CONSEQUENTIAL LOSS OF REVENUEANY NATURE WHATSOEVER, LOSS IRRESPECTIVE OF CONTRACTS, LOSS THE DEGREE OF GOODWILL, LOSS NEGLIGENCE OR MISCONDUCT ON THE PART OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGTHE INDEMNIFIED PARTIES. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 6.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUNDAGREEMENT. 16.2 6.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 AGREEMENT. SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 WITH ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 OR ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDERAGREEMENT 16.4 6.3 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 : FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 OR FOR FRAUDFRAUDULENT MISREPRESENTATION; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 OR FOR ANY LIABILITY ARRISING PURSUANT TO CLAUSES 6.2, 6.6, 8, 9 AND 10; OR FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 6.4 SUBJECT TO CLAUSE 16.46.3, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT ANY PURCHASE ORDER IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENTSUCH PURCHASE ORDER. 16.6 6.5 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 : LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 OR LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 6.6 SUPPLIER WARRANTS THAT THE PRODUCTS SERVICES WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/SERVICES OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS): 6.6.1 PROVIDE FOR BUYER THE RIGHT TO CONTINUE TO USE THE SERVICES OR INTELLECTUAL PROPERTY RIGHT; OR 6.6.2 REPLACE OR MODIFY THE SERVICES OR INTELLECTUAL PROPERTY RIGHT SO AS TO MAKE IT NON- INFRINGING OF ANY THIRD PARTY RIGHTS AND SUPPLIER SHALL ENSURE THAT SUCH REPLACEMENT OR MODIFICATION SHALL PERFORM IN A MANNER IDENTICAL IN ALL MATERIAL RESPECTS TO THE, SERVICES OR INTELLECTUAL PROPERTY RIGHT AS IT WAS PRIOR TO SUCH REPLACEMENT OR MODIFICATION. 6.7 SUPPLIER SHALL PURCHASE, RENEW AND MAINTAIN AS NECESSARY SUFFICIENT PUBLIC LIABILITY, TANGIBLE PROPERTY AND PROFESSIONAL INDEMNITY INSURANCE AND SUPPLIER SHALL PROVIDE TO BUYER A COPY OF THE RELEVANT INSURANCE POLICIES UPON REQUEST.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS NOTHING IN THIS AGREEMENT, INCLUDING THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING BALANCE OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGESCLAUSE 16 BELOW, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE OUR WARRANTY OR LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR PERSONAL INJURY ARISING AS A RESULT LIMITED BY APPLICABLE LAW. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE NEGLIGENCE SERVICES AND SOFTWARE AND THIRD PARTY PRODUCTS IS AT YOUR SOLE RISK AND THAT THE SERVICES AND SOFTWARE AND THIRD PARTY PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE, INCLUDING OUR SUBSIDIARIES AND AFFILIATES, AND OUR AND THEIR OFFICERS, AGENTS, EMPLOYEES, LICENSORS AND SUPPLIERS (“OUR RELATED PARTIES”) MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES AND SOFTWARE AND THIRD PARTY PRODUCTS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE OTHER FOREGOING, WE, AND OUR RELATED PARTIES DO NOT REPRESENT OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT WARRANT TO CLAUSE 8YOU THAT: (A) YOUR USE OF THE SERVICES OR SOFTWARE OR THIRD PARTY PRODUCTS WILL MEET YOUR REQUIREMENTS, CLAUSE9(B) YOUR USE OF THE SERVICES OR SOFTWARE OR THIRD PARTY PRODUCTS WILL BE UNINTERRUPTED, CLAUSE 16.7 TIMELY, SECURE OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FREE FROM ERROR, AND (C) YOUR DATA WILL BE COMPLETE AND ACCURATE AND ERROR FREE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, AND OUR RELATED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL INCIDENTAL, SPECIAL CONSEQUENTIAL OR CONSEQUENTIAL); OR 16.6.2 EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF USE SAVINGS OR VALUE PROFIT (WHETHER INCURRED DIRECTLY OR DAMAGE INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OR CORRUPTION OF YOUR DATA OR INTERFERENCE WITH THE OPERATION OF EQUIPMENT SUFFERED, UNAUTHORISED ACCESS TO OR DISCLOSURE OF YOUR DATA AND BREACH OF SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THE LIMITATIONS ON LIABILITY TO YOU IN CLAUSE 16 ABOVE SHALL APPLY WHETHER OR NOT WE OR OUR RELATED PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY DATA OR EQUIPMENT SUCH LOSSES ARISING. You agree to hold harmless, defend and indemnify us and Our Related Parties from and against any third party claim arising from or in any way related to (INCLUDING SOFTWAREa) your breach of this Agreement or any Third Party Terms (b) your use of the Services or Software or Third Party Products, (c) your violation of applicable laws, rules or regulations in connection with the Services or Software or Third Party Products, or (d) Your Data (or any other information or data), WASTED MANAGEMENTincluding any liability or expense arising from all claims, OPERATION OR OTHER TIME losses, damages (IN EACH CASE WHETHER DIRECTactual and consequential), INDIRECTsuits, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALjudgments, INDIRECTlitigation costs and attorneys' fees, PUNITIVEof every kind and nature. In such a case, INCIDENTAL OR CONSEQUENTIAL LOSSwe will provide you with written notice of such claim, HOWSOEVER ARISINGsuit or action. In the event, notwithstanding the above, we are liable to you, the total aggregate liability of us and Our Related Parties (together) to you for all claims under or in connection with this Agreement or its subject matter is limited to US$10,000. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 (a) SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS SHALL RELEASE THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH SAVANNA GROUP OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER LIABILITY FOR, AND SHALL BE LIABLE TO BUYER FOR ALL DAMAGESPROTECT, COSTSDEFEND, EXPENSES INDEMNIFY AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR SAVE THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD SAVANNA GROUP HARMLESS BUYER FROM AND AGAINST ANY ALL CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY WITHOUT REGARD TO THE CAUSE OR ARISE OUT OF CAUSES THEREOF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING IN CONNECTION HEREWITH ARISING IN CONNECTION HEREWITH IN FAVOR OF ANY MEMBER OF SUPPLIER GROUP ON ACCOUNT OF (A) BODILY INJURY, ILLNESS OR DEATH OR (B) DAMAGE TO OR LOSS OF PROPERTY. XXXXXXXX'S INDEMNITY UNDER THIS PARAGRAPH SHALL BE WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM ANY INSURANCE MAINTAINED BY SAVANNA. (b) SAVANNA SHALL RELEASE THE SUPPLIER GROUP OF ANY LIABILITY FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND SAVE THE SUPPLIER GROUP HARMLESS FROM AND AGAINST ALL CLAIMS WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING IN CONNECTION HEREWITH ARISING IN CONNECTION HEREWITH IN FAVOR OF ANY MEMBER OF SAVANNA GROUP ON ACCOUNT OF (A) BODILY INJURY, ILLNESS OR DEATH OR (B) DAMAGE TO PROPERTY, EXCEPT AS PROVIDED IN SECTION 26. XXXXXXX'S INDEMNITY UNDER THIS PARAGRAPH SHALL BE WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM ANY INSURANCE MAINTAINED BY SUPPLIER. (c) IF IT IS JUDICIALLY DETERMINED THAT THE MONETARY LIMITS OF INSURANCE REQUIRED HEREUNDER OR OF THE INDEMNITIES VOLUNTARILY ASSUMED UNDER THESE TERMS (WHICH SUPPLIER AND SAVANNA AGREE WILL BE SUPPORTED EITHER BY AT LEAST THE MINIMUM AMOUNTS OF LIABILITY INSURANCE PROVIDED IN SECTION 29, WHICH SHALL BE PRIMARY TO ANY OTHER INSURANCE AND UNDER WHICH THE INSURER HAS NO RIGHT OF SUBROGATION AGAINST THE INDEMNITIES, OR VOLUNTARILY SELF-INSURED, IN PART OR IN WHOLE) EXCEED THE MAXIMUM LIMITS PERMITTED UNDER APPLICABLE LAW, IT IS AGREED THAT SAID INSURANCE REQUIREMENTS OR INDEMNITIES SHALL AUTOMATICALLY BE AMENDED TO CONFORM TO THE MAXIMUM MONETARY LIMITS PERMITTED UNDER SUCH LAW. NEITHER PARTY IS RELIEVED OF ITS INDEMNIFICATION OBLIGATION SHOULD ITS INSURER FAIL TO PROVIDE COVERAGE. (d) Each party shall promptly notify the other of any Claims that may be presented to or served upon it arising out of or as a result of the Work. Each party may participate in the defence of any action to which it is a party at its sole expense without relieving the other party from its obligations hereunder. (e) BOTH PARTIES WAIVE AND RELEASE ALL CLAIMS AGAINST THE OTHER PARTY FOR SPECIAL, INDIRECT, OR ITS EMPLOYEES; OR 16.4.2 CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMIT, CLAIMS FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTSPROFITS, LOSS COST OF GOODWILLCAPITAL, LOSS AND LOSSES RESULTING FROM FAILURE TO MEET OTHER CONTRACTUAL COMMITMENTS OR DEADLINES, DIRECTLY OR INDIRECTLY ARISING OUT OF ANTICIPATED EARNINGS THIS PURCHASE ORDER REGARDLESS OF THE CAUSE THEREOF, EXCEPT THAT SUCH RELEASE SHALL NOT APPLY TO SUPPLIER’S BREACH OF THE PROVISIONS HEREUNDER REGARDING CONFIDENTIAL INFORMATION OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL INTELLECTUAL PROPERTY OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGTO A PARTY’S LIABILITY FOR THIRD PARTY CLAIMS. 16.7 SUPPLIER WARRANTS (f) EXCEPT HAS OTHERWISE EXPRESSLY LIMITED HEREIN, IT IS THE INTENT OF THE PARTIES HERETO THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS ALL INDEMNITY OBLIGATIONS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED LIABILITIES ASSUMED BY SUPPLIER PURSUANT SUCH PARTIES UNDER THESE TERMS BE WITHOUT LIMIT AND WITHOUT REGARD TO THIS AGREEMENT THE CAUSE OR CAUSES THEREOF, INCLUDING PREEXISTING CONDITIONS, STRICT LIABILITY, FAULT, BREACH OF CONTRACT OR WARRANTY, OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT NEGLIGENCE OF ANY SETTLEMENT PARTY OR PARTIES, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, CONTRIBUTORY, ACTIVE OR PASSIVE, ORDINARY OR GROSS OF THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES INDEMNITEE GROUP. (IF ANYg) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):Supplier shall ensure that its Subcontractors provide the same indemnity protection to Savanna as Supplier is required to provide to Savanna under the Purchase Order.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS 12.1 TOPTRACER SHALL AT ITS OWN EXPENSE, INDEMNIFY, DEFEND OR SETTLE ANY CLAIM THAT IS INSTITUTED AGAINST CUSTOMER TO THE EXTENT SUCH CLAIM ALLEGES THAT THE PRODUCT INFRINGES ANY PATENT RIGHT OR COPYRIGHT OF A THIRD PARTY. CUSTOMER SHALL HAVE THE OBLIGATION TO (I) GIVE TOPTRACER IMMEDIATE NOTICE OF ANY SUCH CLAIM OR THREAT THEREOF; (II) PERMIT TOPTRACER SOLE CONTROL, THROUGH COUNSEL OF THEIR CHOICE, TO ANSWER THE CHARGE OF INFRINGEMENT AND WARRANTS THAT IT HAS THE DEFEND AND/OR SETTLE SUCH CLAIM; AND (III) GIVE TOPTRACER ALL INFORMATION, ASSISTANCE AND AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT DEFEND OR THE ORDER AND THAT SETTLE SUCH PERFORMANCE CLAIM. 12.2 IN NO EVENT SHALL TOPTRACER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH EXEMPLARY DAMAGES OF ANY AGREEMENT TO WHICH IT IS A PARTY KIND WHATSOEVER OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, INCOME OR ANTICIPATED REVENUE, OR LOSS OF BUSINESSDATA. TOPTRACER’S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT. NOTHING IN THIS CLAUSE 12 SHALL LIMIT OR EXCLUDE ANY LIABILITIES WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. 12.3 Customer agrees to indemnify, LOSS OF REVENUEdefend and hold harmless Toptracer (and its affiliates) from and against any and all claims, LOSS OF CONTRACTSsuits, LOSS OF GOODWILLactions, LOSS OF ANTICIPATED EARNINGS OR SAVINGS losses, damages or costs (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding legal fees), WASTED MANAGEMENTarising out of, OPERATION OR OTHER TIME or in connection with (IN EACH CASE WHETHER DIRECTi) any breach by Customer of Clauses 2, INDIRECT, INCIDENTAL OR CONSEQUENTIAL)5.1.3 or 8; OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGand (ii) any third-party claims relating to use of the Facility. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 15.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, EXCEPT AS EXPLICITLY SET OUT HEREIN, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES YISSUM REPRESENT, WARRANT OR GUARANTEE THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 15.2. EXCPET WITH RESPECT TO CLAIMS BY ANY THIRD PARTY FOR WHICH COMPANY IS OBLIGATED TO INDEMNIFY YISSUM UNDER SECTION 15.4 OR IN THE EVENT OF USE OF THE LICENSED TECHNOLOGY IN BREACH OF THIS AGREEMENT AGREEMENT, IN NO EVENT SHALL EITHER PARTY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY REPRESENTATIVES OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF SUCH PARTY BE LIABLE TO THE OTHER PARTY OR ANY OF ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT AFFILIATES OR TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 ANY THIRD PARTY FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE RELEVANT OTHER PARTY TO EXCLUDE OR LIMIT ANY OF ITS AFFILIATES OR TO ATTEMPT TO EXCLUDE ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4ACTION OF CONTRACT, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS15.3. The Company shall be liable for any loss, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researcher and his/her team), WASTED MANAGEMENTor to any third party by reason of the Company's acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVEthe Development Results or any Product or exercise of the License, INCIDENTAL OR CONSEQUENTIAL LOSSexcept to the extent such loss, HOWSOEVER ARISINGinjury or damage results directly from an uncured material breach of Yissum's obligations or representations hereunder. 16.7 SUPPLIER WARRANTS THAT 15.4. Except with respect to loss, injury or damage resulting directly from an uncured material breach of Yissum's obligations or representations hereunder, the Company undertakes to compensate, indemnify, defend and hold harmless Yissum, the University, and any of their respective Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”) from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (as applicable) of any Product, or Licensed Technology, or the exercise of the License The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. 15.5. The Company shall procure and maintain, at its sole cost and expense, policies of comprehensive general liability insurance in amounts not less than (i) [THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO THIS AGREEMENT OR A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE ORDER COMMISSION] per incident and [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] annual aggregate, commencing as of the date and for such period that any Product is being tested in clinical trials by the Company, its Affiliate or Sublicensee prior to commercial sale; and (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERii) INFRINGE [THE INTELLECTUAL PROPERTY RIGHTS OF CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A THIRD PARTY REQUEST FOR CONFIDENTIAL TREATMENT AND WILL PAY HAS BEEN FILED SEPARATELY WITH THE AMOUNT OF ANY SETTLEMENT OR COMMISSION] per incident and [THE COSTS CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES HAS BEEN FILED SEPARATELY WITH THE COMMISSION] annual aggregate during the period that any Product is being commercially distributed or sold Company, its Affiliate or Sublicensee. Such policy shall name the Indemnitees as additional insureds. The policy or policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (IF ANYwithout right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). Such comprehensive general liability insurance shall provide (i) IN SUCH ACTIONproduct liability coverage and (ii) broad form contractual liability coverage for the Company's indemnification obligations under this Section 15. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL If the Company elects to self-insure all or part of the limits described above (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum. The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company's liability with respect to its indemnification obligations under this Section 15. 15.6. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period, Yissum shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional waiting periods. 15.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 15 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS 20.1. THE OWNER SHALL INDEMNIFY KFTL AGAINST ANY AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGESLIABILITIES, COSTS, DAMAGES LOSSES, EXPENSES INCURRED, CLAIMS, FINES, PENALTIES, DEMANDS AND SUITS (INCLUDING LEGAL FEES AND EXPENSES AND INTEREST) AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE CONSEQUENCE ARISING OUT OF OR IN CONNECTION WITHWITH THE FACT THAT A PERSON REFERRED TO IN CLAUSE 2.1.4 LACKS THE TITLE OR AUTHORITY REFERENCED IN THE SAID CLAUSE. 16.3.1 20.2. THE OWNER XXXXXX AGREES TO INDEMNIFY KFTL ITS SERVANTS AND/OR AGENTS FROM AND AGAINST ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 AND ALL LIABILITIES, COSTS, DAMAGES LOSSES, EXPENSES INCURRED, CLAIMS, FINES, PENALTIES, DEMANDS AND SUITS (INCLUDING LEGAL FEES AND EXPENSES AND INTEREST) FOR DEATH OR PERSONAL INJURY ARISING OR DAMAGE TO PROPERTY THAT MAY BE SUFFERED BY/MADE AGAINST KFTL, ITS SERVANTS AND/OR AGENTS BY ANY PERSON AS A RESULT OF: 20.2.1. THE SERVICES THE OWNER RECEIVES AT THE TERMINAL OTHER THAN DUE TO THE NEGLIGENCE OF KFTL; 20.2.2. ANY BREACH OF THIS AGREEMENT BY THE OWNER; 20.2.3. ANY FRAUD OR NEGLIGENCE OF ANY EMPLOYEE, AGENT OR SUBCONTRACTOR OF THE OWNER OR ANY EMPLOYEE OF ANY SUBCONTRACTOR OF THE OWNER; 20.2.4. ANY FAILURE OF THE OWNER TO COMPLY WITH APPLICABLE LAW OR DIRECTIVES FROM A GOVERNMENT AGENCY OR KFTL; 20.2.5. ANY THIRD PARTY CLAIM; 20.2.6. THE DETERIORATED CONDITION OF THE VESSEL/SHIPPING LINE EQUIPMENT, CONTAINER AND/OR CARGO; AND/OR 20.2.7. ANY FAILURE BY ANY EMPLOYEE, SERVANT, AGENT OR SUB-CONTRACTOR OF THE OWNER TO OBTAIN THE REQUISITE AUTHORITY TO COMMUNICATE WITH KFTL OR TO PERFORM AND COMPLY WITH ANY OBLIGATION OF THE OWNER PURSUANT TO THIS AGREEMENT. 20.3. NOTWITHSTANDING CLAUSE 20.7 IN SO FAR AS IS LEGALLY PERMISSIBLE IN THE EVENT OF THE NEGLIGENCE OF KFTL RESULTING IN INJURY TO PERSON OR DAMAGE TO PROPERTY THE OTHER OR ITS EMPLOYEES; OR 16.4.2 OWNER WILL NOT MAKE ANY CLAIM AGAINST KFTL FOR FRAUD; OR 16.4.3 FOR LESS THAN USD1,000.00 (ONE THOUSAND UNITED STATES DOLLARS) AND THE MAXIMUM LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD OF KFTL SHALL BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OFAS HEREUNDER STATED: 16.6.1 20.3.1. IN THE CASE OF LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT WHATEVER KIND TO PROPERTY (INCLUDING SOFTWARECARGO AND CONTAINERS), WASTED MANAGEMENTUSD1,500,000.00 (ONE MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS) PER OCCURRENCE, OPERATION OR OTHER TIME SERIES OF OCCURRENCES ARISING OUT OF ONE EVENT; AND 20.3.2. IN THE CASE OF PERSONAL INJURY OR DEATH, USD100,000.00 (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGONE HUNDRED THOUSAND UNITED STATES DOLLARS) PER PERSON PER INCIDENT. 16.7 SUPPLIER WARRANTS 20.4. FOR CLAIMS FOR REPAIRS OR REPLACEMENT THAT ARE GREATER THAN OR EQUAL TO USD4,000.00 (FOUR THOUSAND UNITED STATES DOLLARS) THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTSOWNER SHALL FIRST SUBMIT TO KFTL DETAILS OF THE COSTS TO BE INCURRED AND NECESSITY FOR SAME FAILING WHICH KFTL RESERVES THE RIGHT TO DENY PAYMENT. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT 20.5. WHERE DETAILS ARE SUBMITTED IN ACCORDANCE WITH SUB-CLAUSE 20.4 KFTL RESERVES THE PRODUCTS RIGHT TO REASONABLY CONTEST LIABILITY FOR THE CLAIM AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF THE CLAIM. 20.6. IN NO EVENT WHERE KFTL IS LIABLE FOR THE CLAIM WILL KFTL BE OBLIGED TO PAY ANY SETTLEMENT OR AMOUNT ABOVE THE COSTS REASONABLE COST OF THE REPAIR AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER THIS COST SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):BE DETERMINED SOLELY BY KFTL.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 14.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) THE USE OF THIS AGREEMENT THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 14.2. IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE REPRESENTATIVES OF YISSUM AND/OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF THE OTHER ITS AFFILIATES OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 ANY THIRD PARTY FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4CONSEQUENTIAL, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECTINCIDENTAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECTPUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, PUNITIVELOST PROFITS, INCIDENTAL BUSINESS OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT GOODWILL) SUFFERED OR INCURRED BY THE PRODUCTS WILL NOT INFRINGE A COMPANY OR ITS AFFILIATES OR ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS WHETHER BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A THREATENED OR ACTUAL ACTION SUPPLIER SHALL CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 14.3. The Company shall be liable for any loss, injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (WITHOUT PREJUDICE including the Researcher and his/her team), or to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees and their respective business associates and customers of the Licensed Technology, the Development Results or any Product or exercise of the License. 14.4. The Company undertakes to indemnify, defend and hold harmless Yissum, the University, and any of their respective Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”) from and against any third party claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (as applicable) of any Product, or Licensed Technology, or the exercise of the License (a “Claim”). If any Indemnitee receives notice of any Claim, the Indemnitee shall, as promptly as is reasonably possible, give the Company notice thereof. Yissum and the Company shall consult and cooperate with each other regarding the response to and the defense of any such Claim and the Company shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnitee, be entitled to and shall assume the defense or represent the interests of the Indemnitee in respect of such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement shall be made without the written consent of the Indemnitee, such consent not to be unreasonably withheld, conditioned or delayed. Nothing herein shall prevent the Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense. The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO BUYER’S OTHER RIGHTS):A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 14.5. Within thirty days of the Effective Date, the Company shall procure and maintain, at its sole cost and expense, policies of commercial general liability insurance reasonable commensurate with the nature of its business, stage of development, and in amounts that are customary in the industry for similar circumstances. Such policy shall name Yissum and the University as additional insureds. The policy or policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum. The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14. 14.6. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least 15 days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such 15 day period, Yissum shall have the right to terminate this Agreement effective at the end of such 15 day period without notice or any additional waiting periods. 14.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 14.1 TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN LICENSORS MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, EXCEPT AS OTHERWISE PROVIDED HEREIN, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY LICENSORS AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE PATENTS SET OUT IN APPENDIX A, OR THEIR REGISTRABILITY OR OF THE ACCURACY OF THE PATENTS SET OUT IN APPENDIX A, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. LICENSORS HAVE NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF’ ANY PRODUCT OR SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF LICENSORS NOR THE RESEARCHERS, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF LICENSORS OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER RESULTING FROM THE (i) PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) USE OF THIS AGREEMENT THE LICENSED TECHNOLOGY; OR (iii) ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 14.2 IN NO EVENT SHALL EITHER PARTY, THE RESEARCHERS, THE UNIVERSITY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE REPRESENTATIVES OF SUCH PARTY OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF UNIVERSITY BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE OTHER PARTY OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS14.3 The Company shall be liable for any loss, LOSS OF BUSINESSinjury or damage whatsoever caused directly or indirectly to or suffered by employees of each of the Licensors or the University, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS or any Representatives of Licensors or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researchers and their teams), WASTED MANAGEMENTor to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVEthe Development Results or any Product or exercise of the License, INCIDENTAL OR CONSEQUENTIAL LOSSunless the cause, HOWSOEVER ARISINGin whole or in part, directly or indirectly, relates to the gross negligence of willful misconduct of the Licensors. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS14.4 The Company undertakes to compensate, indemnify, defend and hold harmless Licensors, the University, and any of their respective Representatives (including the Researchers and their team) (herein referred to jointly and severally as “Indemnitees”) from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (as applicable) of any Product, or Licensed Technology, or the exercise of the License. SUPPLIER WILL INDEMNIFYThe Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMand shall be actionable by Licensors, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONthe University and any director, A CLAIMofficer or employee of Licensors or of the University, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER and by the Researchers. 14.5 The Company (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERor its Sublicensees) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES shall at all times hold general liability insurance sufficient to cover its activities as may be customary in the industry. In addition, no later than thirty (IF ANY30) IN SUCH ACTIONdays prior to the sooner of the first use of Licensed Technology in connection with humans or first sale of Products, or earlier to the extent required by law or any local regulation, the Company (or its Sublicensees), at their expense, shall obtain and maintain appropriate general liability, product liability or clinical trial liability insurance, and broad form contractual liability coverage for the Company’s indemnification obligations hereunder (the “Company Insurance”) applicable to clinical trials or sale of Products (as required and appropriate), in amounts that are consistent with industry practice, but of a minimum of $5 million per occurrence and $10 million annual aggregate. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL The Company shall provide Licensors with written evidence of such insurance upon request. Any Sublicense shall require Sublicensee(s), at the Sublicensee(s)’ or the Company’s expense, to obtain and maintain appropriate liability insurance at a level commensurate with the Company Insurance; provided, however, that if the Sublicensee is a substantial multi- national entity which has a policy of self-insuring, then at the Company’s reasonable discretion Sublicensee may self-insure in a manner consistent with industry practice. The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14. 14.6 The Company shall provide Licensors with written evidence of such insurance upon request. The Company shall provide Licensors with written notice at least fifteen (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):15) days prior to the cancellation, non- renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period, Licensors shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional waiting periods. 14.7 The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9CLAUSE 09, CLAUSE 16.7 OR CLAUSE 17017; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 14.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) THE USE OF THIS AGREEMENT THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 14.2. IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE REPRESENTATIVES OF YISSUM AND/OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE OTHER COMPANY OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS14.3. The Company shall be liable for any loss, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researcher and his/her team), WASTED MANAGEMENTor to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGthe Development Results or any Product or exercise of the License. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS14.4. SUPPLIER WILL INDEMNIFYThe Company undertakes to indemnify, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMdefend and hold harmless Yissum, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONthe University, A CLAIMand any of their respective Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”) from and against any third party claim, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERas applicable) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES of any Product, or Licensed Technology, or the exercise of the License (IF ANY) IN SUCH ACTIONa “Claim”). FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL If any Indemnitee receives notice of any Claim, the Indemnitee shall, as promptly as is reasonably possible, give the Company notice thereof. Yissum and the Company shall consult and cooperate with each other regarding the response to and the defense of any such Claim and the Company shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnitee, be entitled to and shall assume the defense or represent the interests of the Indemnitee in respect of such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement shall be made without the written consent of the Indemnitee, such consent not to be unreasonably withheld, conditioned or delayed. Nothing herein shall prevent the Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense. The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. 14.5. Within thirty days of the Effective Date, the Company shall procure and maintain, at its sole cost and expense, policies of commercial general liability insurance reasonable commensurate with the nature of its business, stage of development, and in amounts that are customary in the industry for similar circumstances. Such policy shall name Yissum and the University as additional insureds. The policy or policies so issued shall include a “crossliability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum. The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14. 14.6. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least 15 days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such 15-day period, Yissum shall have the right to terminate this Agreement effective at the end of such 15 day period without notice or any additional waiting periods. 14.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 (a) SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH SHALL RELEASE SAVANNA GROUP OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER LIABILITY FOR, AND SHALL BE LIABLE TO BUYER FOR ALL DAMAGESPROTECT, COSTS, EXPENSES DEFEND AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR INDEMNIFY THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER SAVANNA GROUP FROM AND AGAINST ALL CLAIMS ON ACCOUNT OF BODILY INJURY, ILLNESS OR DEATH OF SUPPLIER'S EMPLOYEES OR SUPPLIER'S SUBCONTRACTORS OF ANY TIER (INCLUSIVE OF ANY AGENT OR CONSULTANT ENGAGED BY SUPPLIER) OR THEIR EMPLOYEES, OR SUPPLIER'S INVITEES OR DAMAGE TO ANY OF THEIR PROPERTY. XXXXXXXX'S INDEMNITY UNDER THIS PARAGRAPH SHALL BE WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM ANY INSURANCE MAINTAINED BY SAVANNA AND SHALL APPLY WITHOUT REGARD TO THE CAUSE THEREOF, INCLUDING THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF APPLICABLE LAW OR OTHER FAULT OF ANY MEMBER OF THE SAVANNA GROUP. (b) SAVANNA SHALL RELEASE SUPPLIER AND ITS AFFILIATES, DIRECTORS, OFFICERS, JOINT OWNERS AND EMPLOYEES OF ANY LIABILITY FOR, AND SHALL PROTECT, DEFEND AND INDEMNIFY SAME FROM AND AGAINST ALL CLAIMS ON ACCOUNT OF BODILY INJURY, ILLNESS OR DEATH OF SAVANNA'S EMPLOYEES OR SAVANNA'S SUBCONTRACTORS OF ANY TIER (INCLUSIVE OF ANY AGENT OR CONSULTANT ENGAGED BY THIRD SAVANNA) OR THEIR EMPLOYEES, OR SAVANNA'S INVITEES OR DAMAGE TO ANY OF THEIR PROPERTY, BUT EXCLUDING THOSE PARTIES IDENTIFIED IN SECTION 28(a). XXXXXXX'S INDEMNITY UNDER THIS PARAGRAPH SHALL BE WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM ANY INSURANCE MAINTAINED BY SUPPLIER AND SHALL APPLY WITHOUT REGARD TO THE CAUSE THEREOF, INCLUDING THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF APPLICABLE LAW OR OTHER FAULT OF THE SUPPLIER GROUP. (c) EXCEPT AS PROVIDED IN SECTION 26, SAVANNA SHALL ASSUME LIABILITY AT ALL TIMES FOR DAMAGE TO OR DESTRUCTION OF SAVANNA’S EQUIPMENT, BOTH OWNED AND LEASED, REGARDLESS OF WHEN OR HOW SUCH DAMAGE OR DESTRUCTION OCCURS, AND SAVANNA SHALL RELEASE THE SUPPLIER AND ITS AFFILIATES, DIRECTORS, OFFICERS, JOINT OWNERS AND EMPLOYEES OF ANY LIABILITY FOR SUCH LOSS OR DAMAGE. (d) SUPPLIER SHALL ASSUME LIABILITY AT ALL TIMES FOR DAMAGE TO OR DESTRUCTION OF SUPPLIER GROUP EQUIPMENT, BOTH OWNED AND LEASED, REGARDLESS OF WHEN OR HOW SUCH DAMAGE OR DESTRUCTION OCCURS, AND SUPPLIER SHALL RELEASE THE SAVANNA GROUP AND ITS OTHER CONTRACTORS OF ANY LIABILITY FOR ANY SUCH LOSS OF DAMAGE. (e) IF IT IS JUDICIALLY DETERMINED THAT THE MONETARY LIMITS OF INSURANCE REQUIRED HEREUNDER OR OF THE INDEMNITIES VOLUNTARILY ASSUMED UNDER THESE TERMS (WHICH ARE CAUSED SUPPLIER AND SAVANNA AGREE WILL BE SUPPORTED EITHER BY AT LEAST THE MINIMUM AMOUNTS OF LIABILITY INSURANCE PROVIDED IN SECTION 29, WHICH SHALL BE PRIMARY TO ANY OTHER INSURANCE AND UNDER WHICH THE INSURER HAS NO RIGHT OF SUBROGATION AGAINST THE INDEMNITIES, OR ARISE OUT OF VOLUNTARILY SELF-INSURED, IN PART OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR WHOLE) EXCEED THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8MAXIMUM LIMITS PERMITTED UNDER APPLICABLE LAW, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS INCLUDING BUT NOT LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR TEXAS OILFIELD ANTI-INDEMNITY STATUTE FOUND IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTSTEXAS CIVIL PRAC. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION& REM. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):CODE

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS 8.1 EXCLUSIONS OF REPRESENTATIONS, GUARANTEES OR WARRANTIES SUBJECT TO CLAUSE 8.2, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS SERVICE/S ARE PROVIDED “AS-IS” AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT SECURECO MAKES NO REPRESENTATION NOR GIVES ANY GUARANTEE OR THE ORDER AND THAT SUCH PERFORMANCE WARRANTY, EXPRESS OR THE GRANTING IMPLIED, (INCLUDING OF SUCH RIGHTS IS NOT IN BREACH OF MERCHANTABILITY, ACCEPTABLE QUALITY, FITNESS FOR ANY AGREEMENT TO WHICH IT IS A PARTY PARTICULAR PURPOSE OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FITNESS FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER DISCLOSED RESULT) IN CONNECTION WITH THE PLATFORM OR ANY ACTS SERVICE. 8.2 LIABILITY UNDER CONSUMER PROTECTION LAWS NOT EXCLUDED a. THERE MAY BE NON-EXCLUDABLE STATUTORY GUARANTEES, IMPLIED CONDITIONS, AND WARRANTIES OR OMISSIONS OF SUPPLIER UNDER LIABILITIES THAT SECURECO HAS TO THE COUNTERPARTY THAT MAY APPLY TO THE SERVICES AND THAT CANNOT BE EXCLUDED (“NON-EXCLUDABLE CONDITIONS OR LIABILITIES”). b. NOTHING IN THIS AGREEMENT REMOVES OR LIMITS ANY OF THE ORDERNON-EXCLUDABLE CONDITIONS OR LIABILITIES. 16.3 SUPPLIER SHALL INDEMNIFYc. HOWEVER, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST TO THE EXTENT THAT SECURECO’S LIABILITY CAN BE LIMITED UNDER ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT APPLICABLE LAWS (INCLUDING ANY APPLICABLE CONSUMER PROTECTION LAWS THAT MAY APPLY TO THE SERVICES), SECURECO LIMITS ITS LIABILITY TO THE COUNTERPARTY FOR ANY BREACH OF OR IN CONNECTION NON-COMPLIANCE WITH 16.3.1 , ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE NON-EXCLUDABLE CONDITIONS OR LIABILITIES, AT SECURECO’S SOLE DISCRETION, TO RESUPPLYING THE PLATFORM AND/OR ANY APPLICABLE SERVICE/S OR PAYMENT OF OR REIMBURSEMENT FOR THE COST OF HAVING THE PLATFORM AND/OR ANY APPLICABLE SERVICE/S RESUPPLIED, AND THE COUNTERPARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE IN ALL THE CIRCUMSTANCES. 8.3 EXCLUSIONS AND LIMITATIONS OF LIABILITY a. EACH PARTY EXCLUDES ALL LIABILITY TO THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 PARTY FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR CONSEQUENTIAL LOSS SUFFERED OR INCURRED BY THE RELEVANT OTHER PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4UNDER, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIALOTHERWISE); OR 16.6.2 b. SECURECO’S TOTAL LIABILITY TO THE COUNTERPARTY FOR ANY AND ALL LOSS OF USE THE COUNTERPARTY SUFFERS OR VALUE INCURS, AND FOR WHICH SECURECO IS LIABLE UNDER, OR DAMAGE OF ANY DATA OR EQUIPMENT IN CONNECTION WITH, THIS AGREEMENT (WHETHER BASED IN CONTRACT, TORT (INCLUDING SOFTWARENEGLIGENCE), WASTED MANAGEMENT, OPERATION STATUTE OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OTHERWISE) IS EQUAL TO THE SUM OF ALL CHARGES PAID OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT PAYABLE BY THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT COUNTERPARTY FOR THE PRODUCTS PLATFORM AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT ANY APPLICABLE SERVICE/S IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) OR CIRCUMSTANCE(S) WHICH GAVE RISE TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):THAT LIABILITY; AND

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER A. UNDER NO CIRCUMSTANCES SHALL INTERACTIVE BE LIABLE TO BUYER FOR ALL ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, INCLUDING LOSS OF BUSINESS, LOSS PROFITS OR GOODWILL UNLESS ARISING DIRECTLY FROM ITS FRAUD OR CAUSING PERSONAL BODILY INJURY OR DEATH. IN NO EVENT SHALL INTERACTIVE'S LIABILITY, REGARDLESS OF REVENUETHE FORM OF ACTION AND DAMAGES SUFFERED BY INTRODUCING BROKER, LOSS EXCEED THE HIGHEST AGGREGATE MONTHLY COMMISSIONS AND FEES PAID BY INTRODUCED CUSTOMERS TO INTERACTIVE. B. INTRODUCING BROKER ACCEPTS THE INTERACTIVE SYSTEM "AS IS", AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF CONTRACTSMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, LOSS PURPOSE OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF GOODWILLDEALING OR COURSE OF PERFORMANCE. INTERACTIVE SHALL NOT BE LIABLE TO INTRODUCING BROKER BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, LOSS OR FAILURES OF ANTICIPATED EARNINGS PERFORMANCE OF THE INTERACTIVE SYSTEM, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SAVINGS (IN EACH CASE WHETHER DIRECTSOFTWARE MALFUNCTION; GOVERNMENTAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION EXCHANGE OR OTHER TIME (REGULATORY ACTION; ACTS OF GOD; WAR; TERRORISM; OR INTERACTIVE'S INTENTIONAL ACTS. INTRODUCING BROKER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN EACH CASE WHETHER DIRECTTHE USE OF THE INTERACTIVE SYSTEM, INDIRECTINCLUDING, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALFOR EXAMPLE, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGTHOSE CAUSED INTENTIONALLY BY INTERACTIVE FOR PURPOSES OF SERVICING THE INTERACTIVE SYSTEM. INTRODUCING BROKER ACKNOWLEDGES THAT CUSTOMERS ARE RESPONSIBLE FOR MAINTAINING ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO THEIR FULLY DISCLOSED ACCOUNT. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND 14.1. YISSUM WARRANTS TO THE COMPANY THAT IT HAS NOT RECEIVED ANY WRITTEN CLAIMS THAT THE AUTHORITY LICENSED TECHNOLOGY INFRINGES THE INTELLECTUAL PROPERTY OF A THIRD PARTY. EXCEPT AS STATED HEREIN AND TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE VALIDITY OF ANY OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE GRANTING ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF SUCH RIGHTS IS NOT IN THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY, WITH THE EXECPTION OF DAMAGES DIRECTLY CAUSED BY YISSUM’S BREACH OF CONTRACT ,FOR OR ON ACCOUNT OF ANY AGREEMENT TO WHICH IT IS A PARTY INJURY, LOSS, OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ALL DAMAGESANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, COSTS, EXPENSES AND OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS OF THIS AGREEMENT OR PRODUCT; (ii) THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT USE OF THE NEGLIGENCE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 14.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OF THEIR AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY EITHER PARTY OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS14.3. The Company shall be liable for any loss, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS injury or damage whatsoever caused directly or suffered by its employees or any Representatives of Yissum or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researcher and his/her team), WASTED MANAGEMENTor to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGthe Development Results or any Product or exercise of the License. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS14.4. SUPPLIER WILL INDEMNIFYThe Company undertakes to compensate, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMindemnify, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONdefend and hold harmless Yissum, A CLAIMthe University, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS ANDand any of their respective Representatives (including the Researcher and his/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER her team) (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERherein referred to jointly and severally as “Indemnitees”) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by direct reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (IF ANYas applicable) IN SUCH ACTIONof any Product, or Licensed Technology, or the exercise of the License. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. 14.5. As of the date it obtains third party funding for the Research, the Company shall procure and maintain throughout the Territory at all relevant times during the Term of this Agreement insurance of a kind and in an amount customary for companies in the Company’s business that develop and commercialize products similar to the Products.. The insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14. 14.6. Subject to Section 14.5 above, the Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least thirty (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):30) days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such thirty (30) day period, Yissum shall have the right to terminate this Agreement effective at the end of such thirty (30) day period without notice or any additional waiting periods. 14.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER. 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR; 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 6, 8, CLAUSE99, CLAUSE 16.7 OR CLAUSE 17; OR, or 19; 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE AUTHORITY CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO PERFORM ALL ITS OBLIGATIONS AND GRANT RECOVER FROM THE RIGHTS GRANTED PURSUANT IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE ORDER PARTICIPANT AND THAT SUCH PERFORMANCE IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAID BY THE IESO HEREUNDER; OR THE GRANTING (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF SUCH RIGHTS IS NOT IN BREACH PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL PROPERTY; AND (B) THE IESO AND THE INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO BUYER FOR ALL DAMAGESTHE PARTICIPANT, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED ITS SUCCESSORS OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES; OR 16.4.2 , CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, INCIDENTAL EXEMPLARY OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER DAMAGES WHICH MAY ARISE UNDER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT IN RELATION TO THIS AGREEMENT AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERLEGAL THEORY. The Participant (the “Indemnifying Party”) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES will indemnify, defend and hold, the IESO, the Government of Ontario, the members of the Government of Ontario’s Executive Council, the Government of Canada, and their respective affiliates, and each of the foregoing Person’s respective directors, officers, employees, shareholders, advisors, third party service providers and agents (IF ANYincluding contractors and their employees) IN SUCH ACTION(collectively, the “Indemnified Party”) harmless from and against any and all Claims, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest thereon (including the costs and expenses of, and accrued interest on, any and all actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and reasonable lawyers’ fees and reasonable disbursements in connection therewith) (each, an “Indemnifiable Loss”), asserted against or suffered by the Indemnified Party relating to, in connection with, resulting from, or arising out of (i) any Claim by, or occurrence or event related to, any third party involved in the activities of any Project or Measure; (ii) the negligence or wilful misconduct of the Participant; and/or (iii) otherwise as a result of or arising out of this Agreement . FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):The IESO will hold the benefit the Participant’s obligations under this Section 12 in the IESO’s own right and, in trust, for the benefit of any other Indemnified Party.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS CONTRACTOR SHALL RELEASE FROM LIABILITY, INDEMNIFY AND WARRANTS THAT IT HAS HOLD THE AUTHORITY CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE, LIABILITY, OR EXPENSE FOR DAMAGE TO PERFORM PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS, CAUSED BY ANY NEGLIGENT ACT, ERROR OR OMISSION, OR ACT OF INTENTIONAL MISCONDUCT, OF CONTRACTOR OR ITS SUBCONTRACTORS IN THE PERFORMANCE OF THIS AGREEMENT. CONTRACTOR SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION, OR ACT OF INTENTIONAL MISCONDUCT; AND SHALL PAY ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND SATISFY ALL JUDGEMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER OF THEM IN CONNECTION WITH THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION, OR ACT OF INTENTIONAL MISCONDUCT. TO THE EXTENT PERMITTED BY LAW, CITY AGREES TO INDEMNIFY CONTRACTOR FOR ANY ACTS LOSS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT DAMAGE TO CONTRACTOR, ITS OFFICERS, AGENTS, OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE EMPLOYEES CAUSED BY ANY NEGLIGENT ACT, ERROR OR ARISE OUT OMISSION, OR ACT OF OR INTENTIONAL MISCONDUCT OF THE CITY IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS THE PERFORMANCE OF THIS AGREEMENT OR AGREEMENT. NOTWITHSTANDING THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED FOREGOING, NOTHING HEREIN NOTHING SHALL EXCLUDE OR LIMIT REQUIRE THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS CITY TO CREATE A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT SINKING FUND TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR SATISFY ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID OBLIGATION UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS CONTRACT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY A. LIMITATION OF IBUK’S LIABILITY TO PERFORM ALL INTRODUCING BROKER: (1) UNDER NO CIRCUMSTANCES SHALL IBUK OR ANY OF ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL AFFILIATES BE LIABLE TO BUYER FOR ALL ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, INCLUDING LOSS OF BUSINESS, LOSS PROFITS OR GOODWILL UNLESS ARISING DIRECTLY FROM ITS FRAUD OR CAUSING PERSONAL BODILY INJURY OR DEATH. IN NO EVENT SHALL IBUK'S OR ITS AFFILIATES’ LIABILITY, REGARDLESS OF REVENUETHE FORM OF ACTION AND DAMAGES SUFFERED BY INTRODUCING BROKER, LOSS EXCEED THE HIGHEST AGGREGATE MONTHLY COMMISSIONS AND FEES PAID BY INTRODUCED CUSTOMERS TO IBUK. (2) INTRODUCING BROKER ACCEPTS IBUK’S AND ITS AFFILATE’S TECHNOLOGY, SOFTWARE AND TRADING SYSTEM (“INTERACTIVE SYSTEM”) "AS IS", AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF CONTRACTSMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, LOSS PURPOSE OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF GOODWILLDEALING OR COURSE OF PERFORMANCE. IBUK AND ITS AFFILIATES SHALL NOT BE LIABLE TO INTRODUCING BROKER BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, LOSS OR FAILURES OF ANTICIPATED EARNINGS PERFORMANCE OF THEIR SYSTEMS, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SAVINGS (IN EACH CASE WHETHER DIRECTSOFTWARE MALFUNCTION; GOVERNMENTAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION EXCHANGE OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL REGULATORY ACTION; ACTS OF GOD; WAR; TERRORISM; OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTYIBUK’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS AFFILIATES’ INTENTIONAL ACTS. INTRODUCING BROKER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF THE INTERACTIVE SYSTEM, INCLUDING, FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY IBUK AND ITS AFFILIATES FOR PURPOSES OF SERVICING THE SYSTEM. INTRODUCING BROKER ACKNOWLEDGES THAT CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT ARE RESPONSIBLE FOR MAINTAINING ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):THEIR FULLY DISCLOSED ACCOUNT.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS 25.1. LIMITATION OF IBIE’S AND WARRANTS THAT IT HAS ITS AFFILIATES’ LIABILITY TO THE AUTHORITY TO PERFORM ALL INTRODUCING BROKER: 25.2. UNDER NO CIRCUMSTANCES SHALL IBIE OR ANY OF ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL AFFILIATES BE LIABLE TO BUYER FOR ALL ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, INCLUDING LOSS OF BUSINESS, LOSS PROFITS OR GOODWILL UNLESS ARISING DIRECTLY FROM ITS FRAUD OR CAUSING PERSONAL BODILY INJURY OR DEATH. IN NO EVENT SHALL IBIE'S LIABILITY, INCLUDING ITS AFFILAITES, REGARDLESS OF REVENUETHE FORM OF ACTION AND DAMAGES SUFFERED BY THE INTRODUCING BROKER, LOSS OF CONTRACTSEXCEED THE HIGHEST AGGREGATE MONTHLY COMMISSIONS AND FEES PAID BY INTRODUCED CLIENTS TO IBIE. 25.3. THE INTRODUCING BROKER ACCEPTS IBIE’S AND ITS AFFILATE’S TECHNOLOGY, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT SOFTWARE (INCLUDING THE INTERACTIVE SOFTWARE)) AND TRADING SYSTEM (“INTERACTIVE SYSTEM”) "AS IS", WASTED MANAGEMENTAND WITHOUT WARRANTIES, OPERATION EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, PURPOSE OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. IBIE AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE INTRODUCING BROKER BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THE INTERACTIVE SYSTEM, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION; GOVERNMENTAL, EXCHANGE OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL REGULATORY ACTION; ACTS OF GOD; WAR; TERRORISM; OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTYIBIE’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONAFFILIATES’ INTENTIONAL ACTS. THE INTRODUCING BROKER RECOGNISES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF THE INTERACTIVE SYSTEM, A CLAIMINCLUDING, LEGAL ACTION OR ALLEGATION FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY IB IE AND ITS AFFILIATES FOR PURPOSES OF SERVICING THE SYSTEM. THE INTRODUCING BROKER ACKNOWLEDGES THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT CLIENTS ARE RESPONSIBLE FOR MAINTAINING ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):THEIR FULLY DISCLOSED ACCOUNT.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 14.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) THE USE OF THIS AGREEMENT THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER. PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 14.2. IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE REPRESENTATIVES OF YISSUM AND/OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE OTHER COMPANY OR ITS EMPLOYEES; AFFILIATES OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY . ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS14.3. The Company shall be liable for any loss, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researcher and his/her team), WASTED MANAGEMENTor to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGthe Development Results or any Product or exercise of the License. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS14.4. SUPPLIER WILL INDEMNIFYThe Company undertakes to compensate, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMindemnify, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONdefend and hold harmless Yissum, A CLAIMthe University, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS ANDand any of their respective Representatives (including the Researcher and his/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER her team) (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERherein referred to jointly and severally as “Indemnitees”) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (IF ANYas applicable) IN SUCH ACTIONof any Product, or Licensed Technology, or the exercise of the License. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. 14.5. As of the Effective Date, the Company shall procure and maintain, at its sole cost and expense, policies commensurate with industry standard of similar size and stage businesses. Such policy shall name the Indemnitees as additional insureds. The policy or policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for the Company’s indemnification obligations under this Section 14. If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum. The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14. 14.6. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period, Yissum shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional waiting periods. 14.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY:PARTY:‌ 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9CLAUSE 9, CLAUSE 16.7 OR CLAUSE 17; OROR‌ 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY.LIABILITY.‌ 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):RIGHTS):‌

Liability and Indemnity. 16.1 14.1 THE SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 14.2 THE SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT THE BUYER OR ITS AFILLIATES MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 14.3 THE SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS THE BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH: 16.3.1 14.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIERTHE SUPPLUER; OR 16.3.2 14.3.2 ANY BREACH BY THE SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDERAGREEMENT. 16.4 14.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 14.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 14.4 2 FOR FRAUD; OR 16.4.3 OR 14.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9CLAUSE 9, CLAUSE 16.7 14.7 OR CLAUSE 1715; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 14.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) THE USE OF THIS AGREEMENT THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 14.2. IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE REPRESENTATIVES OF YISSUM AND/OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE OTHER COMPANY OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS14.3. The Company shall be liable for any loss, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researcher and his/her team), WASTED MANAGEMENTor to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGthe Development Results or any Product or exercise of the License. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS14.4. SUPPLIER WILL INDEMNIFYThe Company undertakes to indemnify, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMdefend and hold harmless Yissum, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONthe University, A CLAIMand any of their respective Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”) from and against any third party claim, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERas applicable) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES of any Product, or Licensed Technology, or the exercise of the License (IF ANY) IN SUCH ACTIONa “Claim”). FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL If any Indemnitee receives notice of any Claim, the Indemnitee shall, as promptly as is reasonably possible, give the Company notice thereof. Yissum and the Company shall consult and cooperate with each other regarding the response to and the defense of any such Claim and the Company shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnitee, be entitled to and shall assume the defense or represent the interests of the Indemnitee in respect of such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement shall be made without the written consent of the Indemnitee, such consent not to be unreasonably withheld, conditioned or delayed. Nothing herein shall prevent the Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense. The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. 14.5. Within thirty days of the Effective Date, the Company shall procure and maintain, at its sole cost and expense, policies of commercial general liability insurance reasonable commensurate with the nature of its business, stage of development, and in amounts that are customary in the industry for similar circumstances. Such policy shall name Yissum and the University as additional insureds. The policy or policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum. The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14. 14.6. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least 15 days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such 15 day period, Yissum shall have the right to terminate this Agreement effective at the end of such 15 day period without notice or any additional waiting periods. 14.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 14.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) THE USE OF THIS AGREEMENT THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 14.2. IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE REPRESENTATIVES OF YISSUM AND/OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE OTHER COMPANY OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS14.3. The Company shall be liable for any loss, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researcher and his/her team), WASTED MANAGEMENTor to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGthe Development Results or any Product or exercise of the License. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS14.4. SUPPLIER WILL INDEMNIFYThe Company undertakes to compensate, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMindemnify, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONdefend and hold harmless Yissum, A CLAIMthe University, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS ANDand any of their respective Representatives (including the Researcher and his/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER her team) (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERherein referred to jointly and severally as “Indemnitees”) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (IF ANYas applicable) IN SUCH ACTIONof any Product, or Licensed Technology, or the exercise of the License. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. 14.5. As of the Effective Date, the Company shall procure and maintain, at its sole cost and expense, policies commensurate with industry standard of similar size and stage businesses. Such policy shall name the Indemnitees as additional insureds. The policy or policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for the Company’s indemnification obligations under this Section 14. If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum. / The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14. 14.6. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period, Yissum shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional waiting periods. 14.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS 15.1 THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT A CONTRACT IS LIMITED TO 100% OF DIRECT LOSS ONLY, TO THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID BY THE CUSTOMER UNDER THIS AGREEMENTTHE RELEVANT CONTRACT IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 16.6 BUYER WILL HAVE 15.2 TO THE EXTENT PERMITTED BY LAW, IN NO LIABILITY UNDER EVENT IS THE SUPPLIER LIABLE FOR ANY INDIRECT LOSS OR IN CONNECTION WITH THIS AGREEMENT OR FOR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, LOSS OF BUSINESSLOST SAVINGS, LOSS OF REVENUEDATA, LOSS OF CONTRACTSBUSINESS INTERRUPTION, LOSS OF GOODWILLINCIDENTAL OR SPECIAL DAMAGES, LOSS OF ANTICIPATED EARNINGS OR SAVINGS FOR ANY CONSEQUENTIAL LOSS. IN ADDITION, THE SUPPLIER IS NOT LIABLE FOR ANY DAMAGES CLAIMED BY THE CUSTOMER BASED ON ANY THIRD-PARTY CLAIM, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM IN NEGLIGENCE. IN NO EVENT IS THE SUPPLIER LIABLE FOR ANY DAMAGES CAUSED (WHETHER DIRECTLY OR INDIRECTLY) BY THE CUSTOMER NOT ACCEPTING OR NOT ACTING ON A RECOMMENDATION MADE TO THE CUSTOMER IN EACH CASE WRITING BY THE SUPPLIER OR THE CUSTOMER’S FAILURE TO PERFORM ITS RESPONSIBILITIES UNDER THE CONTRACT. 15.3 THE CUSTOMER INDEMNIFIES THE SUPPLIER AGAINST ANY COSTS (INCLUDING LEGAL COSTS ON AN ATTORNEY AND OWN CLIENT BASIS, ALL AND ANY COURT COSTS AND WITNESS FEES AND RELATED LEGAL EXPENSES), EXPENSES, CLAIMS, DEMANDS OR LIABILITY WHETHER DIRECT, INDIRECTINDIRECT OR OTHERWISE, INCIDENTAL AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY OR CONSEQUENTIAL)OTHERWISE, ARISING OUT OF, AND MUST AT THE SUPPLIER’S REQUEST, AND SUBJECT TO CLAUSE 15.4 AND ANY REASONABLE CONDITIONS IMPOSED AT THE SUPPLIER’S DISCRETION, AT THE CUSTOMER’S OWN COST DEFEND OR SETTLE, ANY CLAIM, ACTION OR PROCEEDINGS BROUGHT AGAINST THE SUPPLIER IN CONNECTION WITH: (1) USE OF ANY PRODUCT OR SERVICE OTHERWISE THAN IN ACCORDANCE WITH THE RELEVANT CONTRACT; OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE (2) A BREACH BY THE CUSTOMER OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGCONTRACT. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS15.4 If the Supplier wishes to rely on an indemnity under clause 15.3, the Supplier: (1) must ensure that the Customer is notified promptly in writing of the relevant claim, action or proceedings ("Claim") once it becomes aware of the Claim; (2) will make no admission of liability regarding the Claim nor any offers of settlement regarding the Claim without the Customer’s written approval; (3) may, at its discretion, grant control of the defence or settlement to the Customer; (4) will, where the Supplier has granted control of the defence or settlement negotiations to the Customer: 1. SUPPLIER WILL INDEMNIFYco-operate reasonably with the Customer in defending or settling the Claim and make its employees available to give statements, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMadvice and evidence, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONas the Customer may reasonably request, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTIONall at the expense of the Customer; and 2. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):give the Customer sufficient authority and relevant information in its possession or control in order to assist the Customer to conduct the defence of the Claim and all negotiations for its settlement or compromise.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS 14.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT OR SERVICE. NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE DIRECTORS, OFFICERS AND EMPLOYEES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER RESULTING FROM (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT OR SERVICE; (ii) THE USE OF THIS AGREEMENT THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE DIRECTORS, OFFICERS AND EMPLOYEES OF YISSUM AND/OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE OTHER COMPANY OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF:14.2. The Company shall be liable for any loss, injury or damage whatsoever caused directly or indirectly to or suffered by its employees or to any person acting on its behalf or to the employees of Yissum or the University or to any person acting on their behalf, or to the Inventors, or to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made of the Licensed Technology, the Development Results or any Product or exercise of the License. 16.6.1 LOSS OF PROFITS14.3. The Company undertakes to compensate, LOSS OF BUSINESSindemnify, LOSS OF REVENUEdefend and hold harmless Yissum, LOSS OF CONTRACTSthe University, LOSS OF GOODWILLand any person acting on their behalf and any of their directors, LOSS OF ANTICIPATED EARNINGS OR SAVINGS officers, employees, consultants or representatives and the Inventors (IN EACH CASE WHETHER DIRECTherein referred to jointly and severally as “Indemnitees”) against any claim, INDIRECTinvestigation or liability including, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT without limitation, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of its acts or omissions or which derive from its use, development, manufacture, marketing, sale or sublicensing of any Product or Licensed Technology or exercise of the License. Yissum shall (INCLUDING SOFTWAREi) as soon as practicable notify the Company of any claim (in any event, within fourteen (14) days after Yissum becomes aware of the claim), WASTED MANAGEMENT(ii) authorize and allow the Company to have sole control of the defense and settlement of the claim, OPERATION OR OTHER TIME provided that any settlement that may impose any obligations on any of the Indemnitees or an admission of liability by any of the Indemnitees shall require Yissum’s prior written consent which shall not be unreasonably withheld or delayed; and (IN EACH CASE WHETHER DIRECTiii) provide any information and cooperation reasonably requested by the Company, INDIRECTat the Company’s sole expense. The failure by Yissum to comply with subsections (i) or (iii) above shall not affect the Company’s indemnification obligations set forth in this Section 14.3 above, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALexcept to the extent that such failure has an irreparably harmful affect on, INDIRECTor otherwise jeopardizes the defense by the Company of such claim. The Company shall keep Yissum informed of the status and progress of such claim, PUNITIVEthe defense thereof and/or settlement negotiations with respect thereto. Without derogating from the foregoing, INCIDENTAL OR CONSEQUENTIAL LOSSYissum shall be entitled to participate in the defense of any claim as aforesaid with its own counsel at its own expense. The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, HOWSOEVER ARISINGand shall be actionable by Yissum, the University, and any director, officer or employee of Yissum or of the University, and by the Researcher and the other Inventors. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS14.4. SUPPLIER WILL INDEMNIFYDuring the term of this Agreement, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMthe Company or its Affiliate shall procure and maintain, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONor require that its Sublicensee procure and maintain, A CLAIMwith no cost to Yissum, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER comprehensive general liability insurance in amounts as are industry standard for similar circumstances. Such comprehensive general liability insurance shall provide contractual liability coverage for the Company’s indemnification under this Agreement and in particular as stated above in Section 14.3 above. Beginning at the time any Product shall be commercially distributed or sold by the Company, an Affiliate or a Sublicensee, but in any event no later than the First Commercial Sale, the Company, its Affiliates or Sublicensee (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERif applicable) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES shall procure and maintain at their own cost and expense, in addition to the above general liability insurance, product liability insurance, in amounts that are standard in the industry for similar products. The insurance coverage required under this Section shall not be construed to create a limit of the Company’s liability with respect to its indemnification under this Agreement. The Company shall cause Yissum to be named as an additional insured without any right of subrogation against Yissum in all such insurance policies. 14.5. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least fifteen (IF ANY15) IN SUCH ACTIONdays prior to the cancellation, non-renewal or material change in such insurance. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL If the Company does not obtain replacement insurance providing comparable coverage within such fifteen (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):15) day period, Yissum shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional waiting periods. 14.6. The Company shall maintain, at its own expense, liability insurance as set forth in Section 14.4, above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS CLAUSES 4 AND WARRANTS THAT IT HAS 5 HEREIN (INCLUDING THEIR SUBPROVISIONS) SET FORTH THE AUTHORITY EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF ANACS, AND THE EXCLUSIVE REMEDIES AVAILABLE TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT BUYER, WHETHER UNDER THE GENERAL CONDITIONS OR OTHERWISE, ARISING FROM, RELATED OR FOR ANY SOFTWARE OR THE ORDER CONTENT THEREOF. IN NO EVENT SHALL ANACS OR ITS AFFILIATES HAVE ANY LIABILITY OR OBLIGATION ARISING FROM LOSSES OF USE, OPPORTUNITY, REVENUE, PROFIT OR CONFIDENTIAL OR OTHER INFORMATION, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSSES OF USE, OPPORTUNITY, REVENUE, PROFIT, FOR BUSINESS INTERRUPTION, FOR LOSS OF DATA, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER SHALL BE LIABLE TO BUYER FOR ALL DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED PECUNIARY OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFYOTHER LOSS WHATSOEVER) ARISING OUT OF, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT RELATED TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT THE SOFTWARE OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITSTHE CONTENT THEREOF, LOSS OF BUSINESSTHE INSTALLATION, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE MISUSE THEREOF OR DAMAGE THE GENERAL CONDITIONS, EVEN IN THE EVENT OF ANY DATA OR EQUIPMENT THE FAULT, TORT (INCLUDING SOFTWARENEGLIGENCE), WASTED MANAGEMENTSTRICT LIABILITY, OPERATION BREACH OF CONTRACT, OR OTHER TIME (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL BREACH OF WARRANTY OF ANACS OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISING. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMITS AFFILIATE, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER EVEN IF ANACS OR ITS CUSTOMERS BASED UPON, AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. INTREPID – A330-200F PA - Execution Version – 05/2007 67/134 CONFIDENTIAL AND PROPRIETARY INFORMATION ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. APPENDIX A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):CLAUSE 14

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND 15.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, EXCEPT AS EXPLICITLY SET OUT HEREIN, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES YISSUM REPRESENTS, WARRANTS OR GUARANTEES THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS GRANTED PURSUANT TO OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH VALIDITY OF ANY AGREEMENT OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO WHICH IT IS A PARTY SUPERVISE, MONITOR, REVIEW OR OTHERWISE BOUND. 16.2 SUPPLIER ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL BE LIABLE HAVE ANY LIABILITY WHATSOEVER TO BUYER THE COMPANY OR TO ANY THIRD PARTY FOR ALL DAMAGESOR ON ACCOUNT OF ANY INJURY, COSTSLOSS, EXPENSES AND OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER SUMS LIABILITY INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT WITH OR OMISSION RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY TERMS PRODUCT; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 15.2. EXCPET WITH RESPECT TO CLAIMS BY ANY THIRD PARTY FOR WHICH COMPANY IS OBLIGATED TO INDEMNIFY YISSUM UNDER SECTION 15.4 OR IN THE EVENT OF USE OF THE LICENSED TECHNOLOGY IN BREACH OF THIS AGREEMENT AGREEMENT, IN NO EVENT SHALL EITHER PARTY, OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY REPRESENTATIVES OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF SUCH PARTY BE LIABLE TO THE OTHER PARTY OR ANY OF ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT AFFILIATES OR TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 ANY THIRD PARTY FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE RELEVANT OTHER PARTY TO EXCLUDE OR LIMIT ANY OF ITS AFFILIATES OR TO ATTEMPT TO EXCLUDE ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4ACTION OF CONTRACT, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS15.3. The Company shall be liable for any loss, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (IN EACH CASE WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWAREincluding the Researcher and his/her team), WASTED MANAGEMENTor to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, OPERATION OR OTHER TIME (IN EACH CASE WHETHER DIRECTits Representatives, INDIRECTAffiliates, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALSubcontractors, INDIRECTand the Sublicensees and their respective business associates and customers of the Licensed Technology, PUNITIVEthe Development Results or any Product or exercise of the License, INCIDENTAL OR CONSEQUENTIAL LOSSexcept to the extent such loss, HOWSOEVER ARISINGinjury or damage results directly from an uncured material breach of Yissum’s obligations or representations hereunder. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS15.4. SUPPLIER WILL INDEMNIFYThe Company undertakes to compensate, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROMindemnify, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPONdefend and hold harmless Yissum, A CLAIMthe University, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS ANDand any of their respective Representatives (including the Researcher and his/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER her team) (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVERherein referred to jointly and severally as “Indemnitees”) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (IF ANYas applicable) IN SUCH ACTIONof any Product, or Licensed Technology, or the exercise of the License unless such loss, injury or damage resulting directly uncured material breach of obligations or representations hereunder of an Indemnitee. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher. 15.5. The Company shall procure and maintain, at its sole cost and expense, policies of comprehensive general liability insurance in amounts not less than (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):i) $2,000,000 per incident and $2,000,000 annual aggregate, commencing as of the date and for such period that any Product is being tested in clinical trials by the Company, its Affiliate or Sublicensee prior to commercial sale; and (ii) $4,000,000 per incident and $4,000,000 annual aggregate during the period that any Product is being commercially distributed or sold Company, its Affiliate or Sublicensee. Such policy shall name the Indemnitees as additional insureds. The policy or policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for the Company’s indemnification obligations under this Section 15. If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum. The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 15. 15.6. The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period, Yissum shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional waiting periods. 15.7. The Company shall maintain, at its own expense, liability insurance as set forth in Section 15 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

Liability and Indemnity. 16.1 SUPPLIER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO PERFORM ALL ITS OBLIGATIONS AND GRANT THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT OR THE ORDER AND THAT SUCH PERFORMANCE OR THE GRANTING OF SUCH RIGHTS IS NOT IN BREACH OF ANY AGREEMENT TO WHICH IT IS A PARTY OR OTHERWISE BOUND. 16.2 SUPPLIER A. UNDER NO CIRCUMSTANCES SHALL INTERACTIVE BE LIABLE TO BUYER FOR ALL ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, COSTS, EXPENSES AND ANY OTHER SUMS INCURRED OR CHARGED THAT BUYER MAY SUFFER IN CONNECTION WITH ANY ACTS OR OMISSIONS OF SUPPLIER UNDER THIS AGREEMENT OR THE ORDER. 16.3 SUPPLIER SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE OUT OF OR IN CONNECTION WITH 16.3.1 ANY ACT OR OMISSION OF BUYER CARRIED OUT PURSUANT TO INSTRUCTIONS OF SUPPLIER; OR 16.3.2 ANY BREACH BY SUPPLIER OF ANY TERMS OF THIS AGREEMENT OR THE ORDER 16.4 NOTWITHSTANDING ANYTHING STATED HEREIN NOTHING SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY: 16.4.1 FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF THE OTHER OR ITS EMPLOYEES; OR 16.4.2 FOR FRAUD; OR 16.4.3 FOR LIABILITY ARISING PURSUANT TO CLAUSE 8, CLAUSE9, CLAUSE 16.7 OR CLAUSE 17; OR 16.4.4 FOR GROSS NEGLIGENCE; OR 16.4.5 FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THE RELEVANT PARTY TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 16.5 SUBJECT TO CLAUSE 16.4, BUYER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 100% OF THE TOTAL AMOUNT OF FEES WHICH HAVE BEEN PAID UNDER THIS AGREEMENT. 16.6 BUYER WILL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER IN RESPECT OF: 16.6.1 LOSS OF PROFITS, INCLUDING LOSS OF BUSINESS, LOSS PROFITS OR GOODWILL UNLESS ARISING DIRECTLY FROM ITS FRAUD OR CAUSING PERSONAL BODILY INJURY OR DEATH. IN NO EVENT SHALL INTERACTIVE’S LIABILITY, REGARDLESS OF REVENUETHE FORM OF ACTION AND DAMAGES SUFFERED BY INTRODUCING BROKER, LOSS EXCEED THE HIGHEST AGGREGATE MONTHLY COMMISSIONS AND FEES PAID BY INTRODUCED CUSTOMERS TO INTERACTIVE. B. INTRODUCING BROKER ACCEPTS THE INTERACTIVE SYSTEM “AS IS”, AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDINC, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF CONTRACTSMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, LOSS PURPOSE OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF GOODWILLDEALING OR COURSE OF PERFORMANCE. INTERACTIVE SHALL NOT BE LIABLE TO INTRODUCING BROKER BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, LOSS OR FAILURES OF ANTICIPATED EARNINGS PERFORMANCE OF THE INTERACTIVE SYSTEM, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SAVINGS (IN EACH CASE WHETHER DIRECTSOFTWARE MALFUNCTION; GOVERNMENTAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.2 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION EXCHANGE OR OTHER TIME (REGULATORY ACTION; ACTS OF GOD; WAR; TERRORISM; OR INTERACTIVE’S INTENTIONAL ACTS. INTRODUCING BROKER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN EACH CASE WHETHER DIRECTTHE USE OF THE INTERACTIVE SYSTEM, INDIRECTINCLUDING, INCIDENTAL OR CONSEQUENTIAL); OR 16.6.3 ANY SPECIALFOR EXAMPLE, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, HOWSOEVER ARISINGTHOSE CAUSED INTENTIONALLY BY INTERACTIVE FOR PURPOSES OF SERVICING THE INTERACTIVE SYSTEM. INTRODUCING BROKER ACKNOWLEDGES THAT CUSTOMERS ARE RESPONSIBLE FOR MAINTAINING ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO THEIR FULLY DISCLOSED ACCOUNT. 16.7 SUPPLIER WARRANTS THAT THE PRODUCTS WILL NOT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. SUPPLIER WILL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS BUYER AND BUYER’S CUSTOMERS FROM, AND AT ITS OWN COST DEFEND ANY ACTION BROUGHT AGAINST BUYER OR ITS CUSTOMERS BASED UPON, A CLAIM, LEGAL ACTION OR ALLEGATION THAT THE PRODUCTS AND/OR INTELLECTUAL PROPERTY RIGHT CREATED BY SUPPLIER PURSUANT TO THIS AGREEMENT OR THE ORDER (WHETHER CREATED USING BUYER’S SOFTWARE OR CREATED BY ANY OTHER MEANS WHATSOEVER) INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND WILL PAY THE AMOUNT OF ANY SETTLEMENT OR THE COSTS AND DAMAGES AWARDED INCLUDING REASONABLE LEGAL FEES (IF ANY) IN SUCH ACTION. FOLLOWING NOTICE OF A CLAIM OR A THREATENED OR ACTUAL ACTION SUPPLIER SHALL (WITHOUT PREJUDICE TO BUYER’S OTHER RIGHTS):