Common use of Liability and Warranties Clause in Contracts

Liability and Warranties. 7.1 Lonza gives no representation or warranty that the Patent Rights will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (d) the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (e) it has not received any suit or claim alleging that the Intellectual Property infringes the intellectual property rights of a third party. 7.3 Licensee acknowledges that it may require licences under Lonza patent rights other than those herein licensed or under third party patent rights (including those vested in Affiliates of Lonza) in order to use enhancements to or optimization tools for the System. It is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise. 7.4 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party (“Indemnified Party”) and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence or wilful misconduct. 7.5 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by Lonza, or from Lonza breach of this Agreement. 7.6 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. 7.8 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.

Liability and Warranties. 7.1 Subject to and except for the limited warranty set forth in Clause 7.2 and Clause 7.3, Lonza gives no representation or warranty that (a) the Patent Rights (Lonza) or Patent Rights (Third Party) that are patent applications will be valid nor granted, or, if granted, will be valid, or (b) that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third partyThird Party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into grant the rights and licenses granted under this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) Agreement. Lonza warrants that the patents included in the Patent Rights (Lonza), and the GS System Know-How, and the CDACF Version 8 Know-How, are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (d) the System Know-How is the only rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (e) it has not received any suit or claim alleging that System including the Intellectual Property infringes CDACF Version 8 System as permitted by the intellectual property rights terms of a third partythis Agreement. 7.3 To Lonza’s knowledge, the grant by Lonza of and the proper exercise of the licenses and sublicenses granted by Lonza pursuant to this Agreement do not infringe or involve the misuse or misappropriation of any Intellectual Property Rights of any Third Party or any other Intellectual Property Rights of Lonza or its Affiliates. The Licensee hereby acknowledges that it in order to fully exploit the rights granted under this Agreement the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed licensed) or under third party patent rights (including those vested in Affiliates of Lonza) in order to Third Parties that may be infringed by the use enhancements to or optimization tools for by the System. It Licensee of the rights licensed under this Agreement, and it is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that any such patent rights vested in Lonza or its Affiliates which are necessary for Licensee and its Affiliates and their Sublicensees to operate the System as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder. 7.4 Each Party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its Affiliates, and its and their respective officers, employees and agents (each an “Indemnified Party”) and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively “Third Party Claims”) against Indemnified Party arising and any and all losses, damages, costs and expenses payable to such Third Party in relation to such Third Party Claims (collectively “Losses”) that arise out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, or negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim. 7.5 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall defend, indemnify and hold harmless Lonza and its Affiliates and its and their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents Third Parties for death or bodily injury to the extent relating to the Product, caused by use of a Product (“Product Liability Claims”) and (b) Lonza shall indemnify and hold harmless Licensee and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licenseepayable to such Third Party in relation to such Product Liability Claims (collectively, “Product Liability Losses”), and (b) Lonza shall defend, indemnify and hold harmless Licensee and its Affiliates and its and their respective officers, employees and agents for death or bodily injury relating to the agents, at all times in respect of any Product Liability Claims and Product Liability Losses to the extent such claims or proceedings Product Liability Claims result from defects or nonconformities in the materials Cell Lines, Vectors or other tangible materials, if any, provided by Lonzaunder the REA or this Agreement, or from Lonza Lonza’s breach of this Agreement. 7.6 Any Except for the conditions and warranties expressly set forth in this Agreement, neither Party makes any representations or extends any warranties of any kind, either express or implied; in particular, any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF, AND EXCEPT IN THE EVENT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ILLEGALITY BY A PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES (WHICH TERM INCLUDES, FOR THE AVOIDANCE OF DOUBT, IN THE CASE OF LICENSEE, SUCH INDEPENDENT CONTRACTORS REFERRED TO IN SECTION 1.7 ABOVE) OR AGENTS, SUBLICENSEES OR STRATEGIC PARTNERS, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, IN TORT, IN NEGLIGENCE OR FOR LOSS BREACH OF PROFITS, STATUTORY DUTY OR OTHERWISE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT DAMAGES, INCLUDING LOSS OF THIS AGREEMENTPROFITS. Nothing in this Agreement shall exclude or limit the liability of either Party for fraud or for death or personal injury caused by its negligence or for any other liability that may not be limited or excluded as a matter of law. 7.8 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason. 7.9 Each Party warrants, represents and covenants to the other that: 7.9.1 It is duly organized and validly existing under the laws of its jurisdiction of incorporation, and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; 7.9.2 This Agreement has been duly authorized, executed and delivered by such Party and constitutes valid and binding obligations of such Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, and other laws of general application limiting the enforcement of creditors’ rights; 7.9.3 It has obtained all necessary consents, approvals and authorizations of all governmental authorities, Affiliates and Third Parties required to be obtained by such Party in connection with the execution of this Agreement; 7.9.4 The execution, delivery and performance of this Agreement does not conflict with, or constitute a breach or default under any of the charter or organizational documents of such Party, any law, order, judgment or governmental rule or regulation applicable to such Party, or any material agreement, contract, commitment or instrument to which such Party is a party. 7.9.5 In the performance of this Agreement, and the exercise of any rights granted under this Agreement, such Party will comply with and will cause its Affiliates (and as applicable its Sublicensees and Strategic Partners) to comply with, all applicable laws and regulations, now or hereafter in effect.

Liability and Warranties. 7.1 The Licensee hereby acknowledges: (i) this is a licence to the Licensed Know-How and not to any other Lonza gives no representation or warranty Intellectual Property Rights; and (ii) that the Patent Rights will be valid nor that the exercise of in order to exploit the rights granted to herein the Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (d) the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (e) it has not received any suit or claim alleging that the Intellectual Property infringes the intellectual property rights of a third party. 7.3 Licensee acknowledges that it may require licences under Lonza patent rights other than those herein licensed or under third party Third Party patent rights (including those vested in Affiliates of Lonza) in order to that may be infringed by the use enhancements to or optimization tools for by the SystemLicensee of the rights licensed herein. It is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that where any such patent rights vested in Lonza or its Affiliates would prevent the Licensee and its Sublicensees from operating the System as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement, then such patent rights shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder. 7.4 7.2 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, and their respective officers, employees and agents (each an “Indemnified Party”) and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of to the extent resulting from the Indemnifying Party’s breach of this Agreement, including breach of representations and or warranties, violation of applicable law, negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim. 7.5 7.3 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza Lonza, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses Losses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee Licensee, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses Losses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result directly from defects in the materials provided by Lonza, or from Lonza breach of this AgreementCell Lines and Vectors. 7.6 7.4 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 7.5 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF, SUBJECT TO CLAUSE 7.6, IN NO EVENT SHALL EITHER PARTY AND/OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENTDAMAGES. 7.8 The terms 7.6 Nothing in this Agreement shall exclude or limit the liability of this Clause 7 shall survive expiration either Party for fraud or termination for death or personal injury caused by its negligence or for wilful or deliberate breach of this Agreement or for whatever reasonany other liability that may not be limited or excluded as a matter of law.

Liability and Warranties. 7.1 Subject to Clause 7.2, Lonza gives no representation or warranty that the Patent Rights which are patent applications will be granted or if granted will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third partyThird Party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (db) as of the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the SystemEffective Date of this Agreement, and (e) it has not received any suit or claim alleging that the Patent Rights, CDACF Version 8 Know-How or System Know-How infringes or misappropriates the Intellectual Property infringes the intellectual property rights Rights of a third partyThird Party, (c) it shall promptly notify Licensee in writing if Lonza receives any suit or claim alleging that the Patent Rights, CDACF Version 8 Know-How or System Know-How infringes or misappropriates the Intellectual Property Rights of a Third Party, and (d) it has the right to enter into this Agreement and grant the licenses and rights provided to Licensee under this Agreement. 7.3 The Licensee hereby acknowledges that it in order to exploit the rights granted herein the Licensee may require licences under Lonza patent rights (other than those herein licensed licensed) or under third party Third Party patent rights (including those vested in Affiliates of Lonza) in order to that may be infringed by the use enhancements to or optimization tools for by the System. It Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that any such patent rights vested in Lonza or its Affiliates which are necessary for Licensee and its Sublicensees to operate the System as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder. 7.4 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party (“Indemnified Party”) and its Affiliates, and their respective officers, employees and agents (each an “Indemnified * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Party”) at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence or wilful misconduct; except to the extent such Losses result from the Indemnified Party’s negligence, wilful misconduct or breach of this Agreement. 7.5 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza Lonza, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses Losses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee and Licensee, its Affiliates their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses Losses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by LonzaCell Lines and Vectors, or from Lonza Lonza’s breach of this Agreement. 7.6 To receive the benefit of indemnification under Clauses 2.6, 7.4 and 7.5, the Indemnified Party must (a) promptly notify the Indemnifying Party of a claim or suit; provided, that failure to give such notice shall not relieve Indemnifying Party of its indemnification obligations except where, and solely to the extent that, such failure actually and materially prejudices the rights of Indemnifying Party, (b) provide reasonable cooperation to the Indemnifying Party (and its insurer), as reasonably requested, at Indemnifying Party’s cost and expense, and (c) tender to the Indemnifying Party (and its insurer) full authority to defend and settle the claim or suit; provided that no settlement requiring any material admission by the Indemnified Party or that imposes any material obligation on the Indemnified Party shall be made without the Indemnified Party’s written consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnified Party has the right to participate at its own expense in the claim or suit and in selecting counsel therefor. 7.7 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 7.8 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICER’S, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENTDAMAGES. Nothing in this Agreement shall exclude or limit the liability of either Party for fraud or for death or personal injury caused by its negligence or for any other liability that may not be limited or excluded as a matter of law. 7.8 7.9 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.

Liability and Warranties. 7.1 Lonza gives no representation or warranty that the Patent Rights will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third party. 7.2 Lonza warrants that that: (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System; and (b) it is entitled to grant the rights and licenses contained herein in accordance with the terms and conditions of this Agreement; (c) as at the date of this Agreement, (d) the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (e) Lonza’s reasonable knowledge it has not received any suit or claim written claims against Lonza alleging that the Intellectual Property infringes the intellectual property rights of a any third party. 7.3 the Licensee hereby acknowledges that it in order to exploit the rights granted herein the Licensee may require licences under Lonza patent rights other than those herein licensed or under third party patent rights (including those vested in Affiliates of Lonza) in order to that may be infringed by the use enhancements to or optimization tools for by the System. It Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise. 7.4 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party (“Indemnified Party”) and its Affiliates, and the officers, employees and agents of the Indemnified Party and its Affiliates at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties against Indemnified Party and/or its Affiliates and/or the officers, employees or agents of the Indemnified Party and its Affiliates arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence or wilful misconduct. 7.5 With respect to product liability claims or proceedings, the following shall apply: (a) except Except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza and its Affiliates and the officers, employees and agents of Lonza and its Affiliates at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by LonzaCell Lines and Vectors, or from Lonza breach of this Agreement. 7.6 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. 7.8 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.

Liability and Warranties. 7.1 Lonza gives no representation or warranty hereby warrants that [***]. The Licensee hereby acknowledges: (i) this is a licence to the Patent Rights will be valid nor Licensed Know-How and not to any other Lonza Intellectual Property Rights; and (ii) that the exercise of in order to exploit the rights granted to herein the Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (d) the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (e) it has not received any suit or claim alleging that the Intellectual Property infringes the intellectual property rights of a third party. 7.3 Licensee acknowledges that it may require licences under Lonza patent rights other than those herein licensed or under third party Third Party patent rights (including those vested in Affiliates of Lonza) in order to that may be infringed by the use enhancements to or optimization tools for by the SystemLicensee of the rights licensed herein. It is hereby agreed that it shall be the Licensee’s 's responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that where any such patent rights or other Know-How vested in Lonza or its Affiliates would prevent the Licensee and its Sublicensees from operating the System as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement, then such patent rights or other Know-How shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder. 7.4 7.2 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, and their respective officers, employees and agents (each an “Indemnified Party”) and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and or warranties, violation of applicable law, negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim . 7.5 7.3 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza Lonza, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee Licensee, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result directly from defects in the materials provided by Lonza, or from Lonza breach of this AgreementCell Lines and Vectors. 7.6 7.4 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 7.5 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF, SUBJECT TO CLAUSE 7.6, IN NO EVENT SHALL EITHER PARTY AND/OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENTDAMAGES. 7.8 The terms 7.6 Nothing in this Agreement shall exclude or limit the liability of this Clause 7 shall survive expiration either Party for fraud or termination for death or personal injury caused by its negligence or for wilful or deliberate breach of this Agreement or for whatever reasonany other liability that may not be limited or excluded as a matter of law.

Liability and Warranties. 7.1 Subject to Clause 7.2, Lonza gives no representation or warranty that the Patent Rights which are patent applications will be granted or if granted will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third partyThird Party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (d) the System Know-How is the only Know-How . 7.3 The Licensee hereby acknowledges that must be licensed from Lonza and/or its Affiliates in order to operate exploit the System, and (e) it has not received any suit or claim alleging that rights granted herein the Intellectual Property infringes the intellectual property rights of a third party. 7.3 Licensee acknowledges that it may require licences under Lonza patent rights (other than those herein licensed licensed) or under third party Third Party patent rights (including those vested in Affiliates of Lonza) in order to that may be infringed by the use enhancements to or optimization tools for by the System. It Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that any such patent rights vested in Lonza or its Affiliates which are necessary for Licensee and its Sublicensees to operate the System as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder. 7.4 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, and their respective officers, employees and agents (each an “Indemnified Party”) and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim . 7.5 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza Lonza, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee Licensee, and its Affiliates and their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by LonzaCell Lines and Vectors, or from Lonza Lonza’s breach of this Agreement. 7.6 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICER’S, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENTDAMAGES. Nothing in this Agreement shall exclude or limit the liability of either Party for fraud or for death or personal injury caused by its negligence or for any other liability that may not be limited or excluded as a matter of law. 7.8 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.

Liability and Warranties. 7.1 Lonza gives no representation or warranty that the Patent Rights will be valid nor that the exercise 10.1 Each Party undertakes to perform its part of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third partyProject at its own risk. 7.2 Lonza 10.2 Each Party represents and warrants to the other Party that as of the date of this Agreement: (a) it has the power, authority and legal right power to enter into and perform, and has taken all necessary action to authorise the entry into, and performance and delivery of, this Agreement and to grant to Licensee the license rights purported to be granted hereby, Agreement; (b) the entry into and performance by it of this Agreement does not and the license rights purported to be granted hereby do will not conflict with, or constitute with its constitutional documents and/or any agreements to which it is a default under, any contractual obligation of it, party; (c) so far as concerns its obligations under this Agreement, all authorisations, consents, registrations and notifications required in connection with the patents included entry into, performance, validity and enforceability of this Agreement have been obtained or effected (as appropriate) and are in full force and effect. 10.3 Any Intellectual Property of NUIG which is made available to the Industry Party and/or used in the Patent Rights Project, including but not limited to any advice or information given by NUIG or any of its Personnel, or the content or use of any results, know-how, materials, works or information provided in connection with the Project, is provided on an "AS IS" basis. NUIG makes no representations or warranties, express or implied, including but not limited to any warranty of accuracy, completeness, performance, merchantability, fitness for a particular purpose, commercial utility or non-infringement. 10.4 The express undertakings and warranties given by the Parties in this Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of these are excluded to the only patents that must fullest extent permitted by law. 10.5 Nothing in this Agreement limits or excludes any Party’s Liability: (a) for death or personal injury; (b) for any actual fraud; or (c) for any other sort of Liability that, by law, cannot be licensed from Lonza and/or its Affiliates in order to operate the System, limited or excluded or (d) under Clauses 10.9 and 10.10. 10.6 Subject to Clause 10.5, no Party shall be liable to the System Knowother Party for any loss of profit, loss of revenue, or loss of contracts, loss of goodwill, loss of reputation, or any indirect or consequential Loss howsoever caused arising out of or in connection with the performance or non-How performance (as the case may be) by that Party of its obligations under this Agreement regardless of whether such losses were in the contemplation of the Parties. 10.7 Subject to Clause 10.5, the aggregate liability of NUIG to the Industry Party in contract, tort (including, without limitation, negligence), statute or otherwise arising out of or in connection with or in relation to this Agreement, shall be limited to the total Financial Contribution paid by the Industry Party to NUIG. Subject to Clauses 10.5 and 10.9, the aggregate liability of the Industry Party to NUIG in contract, tort (including, without limitation, negligence), statute or otherwise arising out of or in connection with or in relation to this Agreement, shall be limited to the total Financial Contribution payable by the Industry Party to NUIG. 10.8 If the performance by any Party (a "Non-Performing Party") of any of its obligations under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond its reasonable control including but not limited to an act of god; an act of any sovereign; law, judgment, order, decree, embargo, blockade; labour dispute; or interruption or failure of utility service ("Force Majeure"), that Non-Performing Party shall not be in breach of this Agreement because of that delay in performance. However, if the only Knowdelay in performance exceeds [***]3, the other Party may terminate the Agreement with immediate effect by giving written notice to the Non-How that must be licensed from Lonza and/or Performing Party. 10.9 The Industry Party shall indemnify and keep indemnified NUIG on demand against all Losses suffered or incurred by NUIG: (a) in respect of any claims made or threatened by SFI, as a consequence of any failure by the Industry Party to perform the whole or part of its Affiliates obligations under this Agreement; (b) arising in order any way out of or in connection with the use by NUIG of the Industry Party’s Background and Confidential Information pursuant to operate the System, and (e) it has Project including but not received limited to any suit or claim alleging that infringement of the Intellectual Property infringes of any Third Party; and/or (c) arising in any way out of or in connection with the intellectual property rights use or exploitation by the Industry Party of a third partyNUIG’s Registered Background and/or Foreground whether during the Project or pursuant to any subsequent licence from NUIG as provided for herein, including but not limited to any infringement of the Intellectual Property of any Third Party. 7.3 Licensee acknowledges that it may require licences under Lonza patent rights other than those herein licensed or under third party patent rights (including those vested in Affiliates of Lonza) in order to use enhancements to or optimization tools for the System. It is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise. 7.4 Each 10.10 If a Party (“Indemnifying the "Indemnified Party”") shall indemnify and hold harmless becomes aware of any Loss which is reasonably likely to give rise to a right on its part to indemnity from the other Party (“the "Indemnifying Party") under this Agreement (an "Indemnified Party”) and its officersLoss"), employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties against then that Indemnified Party arising out shall: (a) promptly give written notice of that Indemnified Loss to the Indemnifying Party; (b) make no admission of liability to any Third Party in relation to any such Indemnified Loss without the prior written consent of the Indemnifying Party’s breach of this Agreement, including breach of representations and warrantieswhich shall not be unreasonably withheld, violation of applicable law, negligence conditioned or wilful misconduct. 7.5 With respect to product liability claims or proceedings, the following shall apply: delayed; (ac) except give to the extent provided Indemnifying Party in a timely way such information and access to its Personnel, documents and records as the Indemnifying Party may request from time to time in connection with the Indemnified Loss; (bd) belowconsult as fully as is reasonably practicable with the Indemnifying Party as regards the conduct of any proceedings arising out of or in connection with any such Indemnified Loss; (e) subject to being indemnified and secured to its reasonable satisfaction by the Indemnifying Party from and against any Losses which it may reasonably suffer or reasonably incur in so doing, Licensee shall indemnify and hold harmless Lonza and its officerstake such action as the Indemnifying Party may reasonably request from time to time to avoid, employees and agents at all times dispute, resist, mitigate, settle, compromise, defend or appeal the Indemnified Loss or any claim, proceedings or determination in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by Lonza, or from Lonza breach of this Agreementthereof. 7.6 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. 7.8 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.

Liability and Warranties. 7.1 Lonza {***} gives no representation or warranty that the Patent Rights will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza {***} or any third party provided however that {***} warrants that Licensee has all necessary rights from {***} to operate the Process as a stand-alone process meaning in isolation from the Product and other third party know-how and intellectual property. 7.2 As at the date of this Agreement, {***} has not received notice of any claim by a third party, (a) which affects {***}’s ability to grant the rights specified in Clause 4.1, or (b) that the use of the Process Know How or the Materials infringes intellectual property rights vested in any third party. 7.2 Lonza warrants 7.3 The Licensee hereby acknowledges that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate exploit the System, (d) rights granted herein the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (e) it has not received any suit or claim alleging that the Intellectual Property infringes the intellectual property rights of a third party. 7.3 Licensee acknowledges that it may require licences under Lonza {***} patent rights (other than those herein licensed licensed) or under third party Third Party patent rights (including those vested in Affiliates of Lonza{***}) in order to that may be infringed by the use enhancements to or optimization tools for by the System. It Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee’s 's responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences; provided that any such patent rights vested in {***} or its Affiliates which are necessary for Licensee and its Affiliates to operate the Process as permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder. CONFIDENTIAL {***} 7.4 Licensee expressly acknowledges and understands that the Materials and the Process Know How are vested in {***} or {***} is otherwise entitled thereto and the Materials and the Process Know How have been used by {***} for the purposes of operating the Process at {***}’s premises. Licensee further acknowledges and agrees that, in order to develop or manufacture Product at its own or its Affiliate’s premises, additional development work may be required to be undertaken at the cost and expense of Licensee. No licence is granted save warranties are given by {***} as expressly provided herein to the suitability of the Process Know How or the Materials for use at Licensee’s or its sublicensee’s premises or the extent of development work which may be required in order to enable Licensee to operate the Process and no licence guarantees are given by {***} that such development work will succeed in addition thereto facilitating the operation of the Process to produce Product which meets any particular technical parameters or specifications. All such development work shall be deemed performed at the sole risk and expense of Licensee and/or its sublicensee. {***}’s sole responsibility hereunder shall be to have arisen or be implied by way of estoppel or otherwisesupply the Process Know How and the Materials in accordance with this Agreement. 7.4 7.5 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, and their respective officers, employees and agents (each an “Indemnified Party”) and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim . 7.5 7.6 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza {***}, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza {***} shall indemnify and hold harmless Licensee Licensee, and its Affiliates and their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by Lonza, {***} or from Lonza {***}’s breach of this Agreement. 7.6 7.7 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded.. CONFIDENTIAL {***} 7.7 7.8 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENTDAMAGES. Nothing in this Agreement shall exclude or limit the liability of either Party for fraud or for death or personal injury caused by its negligence or for any other liability that may not be limited or excluded as a matter of law. 7.8 7.9 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.

Liability and Warranties. 7.1 Lonza gives no representation or subject to the warranty that the Patent Rights will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested given in Lonza or any third partyclause 7.2(a) below. 7.2 Lonza Biologics warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or Biologics or its Affiliates in order to operate or otherwise use the System to express Product from the System, (d) the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (eb) it has not received any suit or claim alleging that the practice of the Intellectual Property infringes the intellectual property rights of a third party, (c) that as of the Effective Date, to the best of its knowledge, operation or use of the System does not infringe the intellectual property rights vested in any third party, and (d) the Cell Lines have been properly tested in accordance with the tests set forth in Schedule 2, below, which testing may be updated or modified in writing by Biologics from time to time during the term of this Agreement. 7.3 Licensee hereby acknowledges that it in order to exploit the rights contained herein, other than with respect to the System for the purpose of expressing Product from the System, Licensee may require licences under Lonza Biologics patent rights other than those herein licensed or under third party patent rights (including those vested in Affiliates of LonzaBiologics) in order to that may be infringed by the use enhancements to or optimization tools for by the System. It Licensee of the rights licensed herein, and it is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save as expressly provided herein herein, and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise. 7.4 Each Party (“Indemnifying Party”) shall indemnify indemnify, defend, and hold harmless the other Party (“Indemnified Party”) and its directors, officers, employees servants, and agents at all times in respect of any and all losses, damages, costs costs, and expenses suffered or incurred as a result of any contractual, tortious tortuous, or other claims or proceedings by third parties against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence negligence, or wilful misconduct. 7.5 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify, defend, and hold harmless Biologics and its directors, officers, servants, and agents at all times in respect of any and all losses, damages, costs, and expenses suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product, and (b) Biologics shall indemnify and hold harmless Lonza Licensee and its directors, officers, employees servants, and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by LonzaSystem, or from Lonza Biologics breach of this Agreement. 7.6 A party (the “Indemnitee”) that intends to claim indemnification under Clause 7.3 or 7.4, above, shall notify the Indemnifying Party in writing within thirty (30) days of receipt of notice of any loss, claim, damage, liability, or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, to assume the defense thereof, unless the assumption of such defense would be inappropriate due to actual or potential differing interests between the parties which in such case the Indemnitee may retain its own counsel at the expense of the Indemnifying Party. The indemnity agreement in this Clause 7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the Indemnifying Party’s prior written consent. The failure to deliver written notice to the Indemnifying Party within a reasonable time after learning of such liability or the commencement of any such action, if prejudicial to the Indemnifying Party’s ability to defend such action, shall relieve the Indemnifying Party of any liability to the Indemnitee under Clause 7.3 or 7.4, above, with respect to the particular claim(s). At the Indemnifying Party’s request, the Indemnitee shall cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any action, claim, or liability covered hereunder, and provide full information with respect thereto. 7.7 Any condition or warranty other than those relating to title which that might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. 7.8 The terms of this Clause 7 shall survive expiration or termination of this the Agreement for whatever reason. 7.9 As of the Effective Date, each of Licensee and Biologics hereby represents and warrants to the other as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state, country, or other jurisdiction of its incorporation or formation; (b) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution, delivery, and performance by such party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any terms and provisions of or constitute a default under (a) any agreement or instrument binding or affecting it or its property, (b) any contract entered , the provisions of its charter or operative documents or bylaws, or (c) any order, writ, injunction, or decree of any court or governmental authority entered against it or by which any of its property is bound; (d) it has the full right and authority to enter into this Agreement, and that it is not aware of any impediment that would inhibit its ability to perform its obligations hereunder and comply with the terms and conditions imposed on it by this Agreement; and (e) it has the full right, power, and authority to grant all of the rights, including all right title and interest in the licenses, granted to the other party under this Agreement.

Liability and Warranties. 7.1 Lonza gives no representation or warranty warrants that [*****] and [******]. 7.2 The Licensee hereby acknowledges: (i) this is a licence to the Patent Rights will be valid nor Licensed Know-How and not to any other Lonza Intellectual Property Rights; and (ii) that the exercise of in order to exploit the rights granted to herein the Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (d) the System Know-How is the only Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System, and (e) it has not received any suit or claim alleging that the Intellectual Property infringes the intellectual property rights of a third party. 7.3 Licensee acknowledges that it may require licences under Lonza patent rights other than those herein licensed or under third party Third Party patent rights (including those vested in Affiliates of Lonza) in order to that may be infringed by the use enhancements to or optimization tools for by the SystemLicensee of the rights licensed herein. It is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that where any such patent rights vested in Lonza or its Affiliates would prevent the Licensee and its Sublicensees from operating the System as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement, then such patent rights shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder. 7.4 7.3 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, and their respective officers, employees and agents (each an “Indemnified Party”) and its officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and or warranties, violation of applicable law, negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim. 7.5 7.4 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza Lonza, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses Losses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee Licensee, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses Losses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result directly from defects in the materials provided by Lonza, or from Lonza breach of this AgreementCell Lines and Vectors. 7.5 [*****]. 7.6 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF, SUBJECT TO CLAUSE 7.8, , IN NO EVENT SHALL EITHER PARTY AND/OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENTDAMAGES. 7.8 The terms Nothing in this Agreement shall exclude or limit the liability of this Clause 7 shall survive expiration either Party for fraud or termination for death or personal injury caused by its negligence or for wilful or deliberate breach of this Agreement or for whatever reasonany other liability that may not be limited or excluded as a matter of law.

Liability and Warranties. 7.1 Subject to Clause 7.2, Lonza gives no representation or warranty that the Patent Rights (Lonza) or Patent Rights (Third Party) which are patent applications will be granted or if granted will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Lonza or any third partyThird Party. 7.2 Lonza warrants that (a) it has the power, authority and legal right to enter into this Agreement and to grant to Licensee the license rights purported to be granted hereby, (b) this Agreement and the license rights purported to be granted hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) the patents included in the Patent Rights (Lonza) are the only patents that must be licensed from Lonza and/or its Affiliates in order to operate the System, (d) the System Know-How is the only Know-How . 7.3 The Licensee hereby acknowledges that must be licensed from Lonza and/or its Affiliates in order to operate exploit the System, and (e) it has not received any suit or claim alleging that rights granted herein the Intellectual Property infringes the intellectual property rights of a third party. 7.3 Licensee acknowledges that it may require licences under Lonza patent rights (other than those herein licensed licensed) or under third party Third Party patent rights (including those vested in Affiliates of Lonza) in order to that may be infringed by the use enhancements to or optimization tools for by the System. It Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee’s 's responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that any such patent rights vested in Lonza or its Affiliates which are necessary for Licensee and its Sublicensees to operate the System as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder. 7.4 Each Party (“"Indemnifying Party”") shall indemnify and hold harmless the other Party (“Indemnified Party”) and its Affiliates, and their respective officers, employees and agents (each an "Indemnified Party") at all times in respect of any and all losses, damages, costs and expenses suffered (collectively "Losses") suttered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties Third Parties (collectively "Third Party Claims") against Indemnified Party arising out of the Indemnifying Party’s 's breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party's relative responsibility for the facts underlying the Third Party Claim . 7.5 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Lonza Lonza, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Lonza, its officers, employees and agents for of death or bodily injury to the extent relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee Licensee, its Affiliates and its their respective officers, employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, its officers, employees and agents for of death or bodily injury relating to the Product to the extent such claims or proceedings result from defects in the materials provided by LonzaCell Lines and Vectors, or from Lonza Lonza's breach of this Agreement. 7.6 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded. 7.7 EXCEPT FOR EITHER PARTY'S BREACH OF CLAUSE 8 HEREOF IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENTDAMAGES. Nothing in this Agreement shall exclude or limit the liability of either Party for fraud or for death or personal injury caused by its negligence or for any other liability that may not be limited or excluded as a matter of law. 7.8 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.