Common use of Liability and Warranties Clause in Contracts

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 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 Party. 7.2 Lonza warrants that it has the right to grant the rights and licenses granted under this 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this 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 in order to fully exploit the rights granted under this Agreement the Licensee may require licences under patent rights of Lonza or its Affiliates (other than those herein licensed) or under patent rights of Third Parties that may be infringed by the use by the 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; 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 permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee 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”) at all times in respect of any contractual, tortious or other claims or proceedings by Third Parties (collectively “Third Party Claims”) against Indemnified Party 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 tortious claims or proceedings by Third Parties for death or bodily injury caused by use of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect of any Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, or from Lonza’s breach of this Agreement. 7.6 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 BREACH OF STATUTORY DUTY OR OTHERWISE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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 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 granted, or, if granted, will be valid, or (b) 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 licenses the license rights purported to be granted under this Agreement. Lonza warrants that hereby do not conflict with, or constitute a default under, any contractual obligation of it, (c) 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 rights and 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 including System, and (e) it has not received any suit or claim alleging that the CDACF Version 8 System as permitted by Intellectual Property infringes the terms intellectual property rights of this Agreementa third party. 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 in order to fully exploit the rights granted under this Agreement the Licensee it 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 Third Parties that may be infringed by Lonza) in order to use enhancements to or optimization tools for the use by the Licensee of the rights licensed under this Agreement, and it 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 that any such patent rights vested herein and no licence in Lonza or its Affiliates which are necessary for Licensee and its Affiliates and their Sublicensees to operate the System as permitted by the terms of this Agreement addition thereto shall be automatically included within the Intellectual Property Rights licensed deemed to Licensee hereunderhave arisen or be implied by way of estoppel or otherwise. 7.4 Each Party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other Party (“Indemnified Party”) and its Affiliates, and its 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 or incurred as a result of any contractual, tortious or other claims or proceedings by Third Parties (collectively “Third Party Claims”) third parties against Indemnified Party 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 arising 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 third parties against Lonza, its officers, employees and agents for death or bodily injury caused by use 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 a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable to such Third Party in relation to such Product Liability Claims (collectivelysuffered or incurred as a result of any tortious claims or proceedings by third parties against Licensee, “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, at all times in respect of any agents for death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, materials provided under the REA or this Agreementby Lonza, or from Lonza’s Lonza breach of this Agreement. 7.6 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 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 OFFICERSFOR LOSS OF PROFITS, EMPLOYEES OR 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 SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS DAMAGES ARISING OUT OF PROFITS. 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 lawTHIS AGREEMENT. 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 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 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 Party. 7.2 Lonza hereby warrants that it has the right to grant the rights and licenses granted under this 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this 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 acknowledges: (i) this is a licence to the Licensed Know-How and not to any other Lonza Intellectual Property Rights; and (ii) that in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, and it 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; provided that where any such patent rights or other Know-How vested in Lonza or its Affiliates which are necessary for would prevent the Licensee and its Affiliates and their Sublicensees to operate from operating the System as permitted by the terms of this Agreement Agreement, then such patent rights or other Know-How shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder. 7.4 7.2 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”) 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 (collectively “Third Party Claims”) against Indemnified Party 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 arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and or 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 ClaimClaim . 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 defend, indemnify and hold harmless Lonza and Lonza, 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 for of death or bodily injury caused by use relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee, its Affiliates and their respective officers, employees and agents at all times in respect of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result directly from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, or from Lonza’s breach of this AgreementLines and Vectors. 7.6 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 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, 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 SUBJECT TO IN SECTION 1.7 ABOVE) OR AGENTS, SUBLICENSEES OR STRATEGIC PARTNERSCLAUSE 7.6, IN NO EVENT SHALL EITHER PARTY AND/OR ITS THEIR RESPECTIVE AFFILIATES OR BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. . 7.6 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 wilful or deliberate breach of this Agreement 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 Subject to and except for the limited warranty set forth in Clause 7.2 and Clause 7.3, Lonza Biologics gives no representation or warranty that (a) the Patent Rights (Lonza) or Patent Rights (Third Party) that which are patent applications will be granted, or, granted or if granted, granted will be valid, or (b) 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 Biologics or any Third Party. 7.2 Lonza third party. Biologics represents and warrants to Licensee that as of the Effective Date that it has the right title to grant the rights and licenses licence granted under this 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this 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 and that the licence granted does not infringe conflict with or involve violate the misuse or misappropriation terms of any agreement between Biologics and any third party. 7.2 To the best of Biologics' knowledge and belief, as of the date hereof, save for the Patent Rights there are no patent rights or patent applications with respect to the Materials and Materials Know How of which Biologics or its Affiliate is the proprietor and which are necessary to enable the Licensee to exercise the rights granted herein. In the event Biologics becomes the proprietor of patent rights with respect to the Materials and Materials Know How which are necessary to enable Licensee to exercise the rights granted herein, Biologics agrees to grant a licence under the patent rights to the extent necessary to enable the Licensee to exercise such rights at no additional charge. As of the date of this Agreement Biologics' Legal or Corporate Departments have not received any claim or demand by any third party claiming infringement of its intellectual property rights by use of the Intellectual Property Rights in accordance with the provisions of this Agreement. Biologics agrees to notify Licensee at any Third Party time during the term of this Agreement if it receives such notice or any other Intellectual Property Rights of Lonza or its Affiliates. demand. 7.3 The Licensee hereby acknowledges that in order to fully exploit the rights granted under this Agreement contained herein the Licensee may require licences under Biologics 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 Third Parties Biologics) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, 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 as expressly provided that any such patent rights vested herein and no licence in Lonza or its Affiliates which are necessary for Licensee and its Affiliates and their Sublicensees to operate the System as permitted by the terms of this Agreement addition thereto shall be automatically included within the Intellectual Property Rights licensed deemed to Licensee hereunderhave arisen or be implied by way of estoppel or otherwise. 7.4 Each Party (“Indemnifying Party”) Licensee shall defend, indemnify and hold harmless the other Party Biologics and its Affiliates, and its and their respective officers, employees servants and agents (each an “Indemnified Party”) 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 (collectively “Third Party Claims”) third parties against Indemnified Party and Biologics arising in any and all losses, damages, costs and expenses payable to such Third Party in relation to such Third Party Claims (collectively “Losses”) that arise way out of the Indemnifying Party’s breach exercise by Licensee of any of the rights granted to it under this Agreement, including breach of representations and warrantiesincluding, violation of applicable lawbut not limited to, 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 proceedings save to the extent provided in (b) below, Licensee shall defend, indemnify that such third party claims relate solely to the System and hold harmless Lonza and its Affiliates and its and their respective officers, employees and agents at all times in respect of any tortious claims or proceedings by Third Parties for death or bodily injury caused by Licensee's use of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable to such Third Party the System 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, at all times in respect of any Product Liability Claims and Product Liability Losses to accordance with the extent such Product Liability Claims result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, or from Lonza’s breach scope of this Agreement. 7.6 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 BREACH OF STATUTORY DUTY OR OTHERWISE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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 Subject to and except for the limited warranty set forth in Clause 7.2 and Clause 7.37.2, Lonza gives no representation or warranty that (a) the Patent Rights (Lonza) or Patent Rights (Third Party) that which are patent applications will be granted, or, granted or if granted, granted will be valid, or (b) 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 it has the right to grant the rights and licenses granted under this Agreement. Lonza warrants that (a) 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including System, (b) as of the Effective Date of this Agreement, it has not received any suit or claim alleging that the Patent Rights, CDACF Version 8 Know-How or System as permitted by Know-How infringes or misappropriates the terms Intellectual Property Rights of a Third 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 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 in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, 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; 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 permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee 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 * 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 (collectively “Third Party Claims”) against Indemnified Party 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 arising 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 except to the extent of such Losses result from the Indemnifying Indemnified Party’s relative responsibility for the facts underlying the Third Party Claimnegligence, 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 defend, indemnify and hold harmless Lonza and Lonza, its Affiliates and its and their respective officers, employees and agents at all times in respect of any and all Losses suffered or incurred as a result of any tortious claims or proceedings by Third Parties for of death or bodily injury caused by use of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable relating to such Third Party in relation to such Product Liability Claims (collectively, “Product Liability Losses”)the Product, and (b) Lonza shall defend, indemnify and hold harmless Licensee and Licensee, its Affiliates and its and their respective officers, employees and agents, agents at all times in respect of any and all Losses suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this AgreementLines and Vectors, or from Lonza’s breach of this Agreement. 7.6 Except for To receive the conditions benefit of indemnification under Clauses 2.6, 7.4 and warranties expressly set forth 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 this Agreement, neither connection with any settlement made without the Indemnifying Party’s written consent. The Indemnified Party makes any representations has the right to participate at its own expense in the claim or extends any warranties of any kind, either express or implied; suit and in particular, any 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, 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, HEREOF IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS PARTY, THEIR AFFILIATES OR AND THEIR RESPECTIVE OFFICERSOFFICER’S, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, 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, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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. 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 Subject The Licensee hereby acknowledges: (i) this is a licence 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 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 Party. 7.2 Lonza warrants that it has the right to grant the rights and licenses granted under this 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 rights and Licensed Know-How that must be licensed from and not to any other Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this 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 Rights; and (ii) that in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, and it 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; provided that where any such patent rights vested in Lonza or its Affiliates which are necessary for would prevent the Licensee and its Affiliates and their Sublicensees to operate from operating the System as permitted by the terms of this Agreement Agreement, then such patent rights shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder. 7.4 7.2 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”) 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 (collectively “Third Party Claims”) against Indemnified Party 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 extent resulting from the Indemnifying Party’s breach of this Agreement, including breach of representations and or 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 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 defend, indemnify and hold harmless Lonza and Lonza, its Affiliates and its and their respective officers, employees and agents at all times in respect of any and all Losses suffered or incurred as a result of any tortious claims or proceedings by Third Parties for of death or bodily injury caused by use of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable relating to such Third Party in relation to such Product Liability Claims (collectively, “Product Liability Losses”)the Product, and (b) Lonza shall defend, indemnify and hold harmless Licensee and Licensee, its Affiliates and its and their respective officers, employees and agents, agents at all times in respect of any and all Losses suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result directly from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, or from Lonza’s breach of this AgreementLines and Vectors. 7.6 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 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, 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 SUBJECT TO IN SECTION 1.7 ABOVE) OR AGENTS, SUBLICENSEES OR STRATEGIC PARTNERSCLAUSE 7.6, IN NO EVENT SHALL EITHER PARTY AND/OR ITS THEIR RESPECTIVE AFFILIATES OR BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. . 7.6 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 wilful or deliberate breach of this Agreement 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 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 granted, or, if granted, will be valid, or (b) 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 it has the right to grant the rights and licenses granted under this Agreement. Lonza warrants that that: (a) 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including System; and (b) it is entitled to grant the CDACF Version 8 System as permitted by rights and licenses contained herein in accordance with the terms and conditions of this Agreement; (c) as at the date of this Agreement, to Lonza’s reasonable knowledge it has not received any written claims against Lonza alleging that the Intellectual Property infringes the intellectual property rights of any third party. 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 in order to fully exploit the rights granted under this Agreement herein 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 Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, 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; 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 permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder. 7.4 Each Party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other Party (“Indemnified Party”) and its Affiliates, and its and their respective the officers, employees and agents (each an “of the Indemnified Party”) 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 (collectively “Third Party Claims”) third parties against Indemnified Party and/or its Affiliates and/or the officers, employees or agents of the Indemnified Party 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 its Affiliates arising 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 Except to the extent provided in (b) below, Licensee shall defend, 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 their respective 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) Lonza shall indemnify and hold harmless Licensee and its officers, employees and agents at all times in respect of any tortious claims or proceedings by Third Parties for death or bodily injury caused by use of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this AgreementLines and Vectors, or from Lonza’s Lonza breach of this Agreement. 7.6 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 BREACH OF STATUTORY DUTY OR OTHERWISE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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 Subject to and except for Flowmon is not aware of any malware or other harmful code included in 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 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 PartyProduct. 7.2 Lonza warrants that it has The use of the right Product and its sublicensing to grant Customers is at SP’s own risk and the Product is provided to the SP on an "AS IS" and "AS AVAILABLE" basis, without express or implied warranty or condition of any kind. To the extent permitted by law, Flowmon disclaims all warranties and conditions, express or implied, of any kind, including but not limited to any warranties of merchantability, fitness for a particular purpose, and non-infringement. Flowmon does not warrant or assume responsibility for the availability of the Product, accuracy or completeness of any information, text, graphics, links or other items contained within the Product, including, but not limited to, any errors or omissions contained therein, libel, infringements of any third party rights and licenses granted under this 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this 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 in order to fully exploit the rights granted under this Agreement the Licensee may require licences under patent rights of Lonza publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or its Affiliates (other than those herein licensed) or under patent rights the disclosure of Third Parties that may be infringed by the use by the 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; 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 permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee 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”) at all times in respect of any contractual, tortious or other claims or proceedings by Third Parties (collectively “Third Party Claims”) against Indemnified Party 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 confidential information. Flowmon makes no warranties with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from harm that may be caused by the transmission 7.3 If any third party claims against the SP or its Customers that the Product, used in accordance with this Agreement or the Sub-license, violates any of its copyrights, patents, trademarks, or 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 proceedingsintellectual property rights, the following SP shall apply: (a) except to inform Flowmon about such claims without undue delay. In such a case, Flowmon may modify the extent provided in (b) belowProduct, Licensee shall defendprocure the necessary rights, indemnify and hold harmless Lonza and its Affiliates and its and their respective officersor replace it with the functional equivalent. If Flowmon determines that none of these are available after making reasonable commercial efforts, employees and agents at all times in respect of any tortious claims or proceedings by Third Parties for death or bodily injury caused by use of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect of any Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or Flowmon may terminate this Agreement, the SP shall return the Product to Flowmon and the SP shall receive a refund of any prepaid license fees from the respective entity to which the SP shall pay the license fee (i.e. Flowmon or from Lonzathe respective Flowmon’s breach of this Agreementdistributor or Flowmon’s reseller). 7.6 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 BREACH OF STATUTORY DUTY OR OTHERWISE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 7.4 Nothing in this Agreement shall exclude or limit the Flowmon’s liability of either Party for fraud or for death or personal injury caused by its negligence or for any other liability that damages which may not be lawfully excluded or limited or excluded as a matter of by applicable law. 7.8 The terms of this Clause 7 7.5 To the maximum extent permitted by applicable law, Flowmon shall survive expiration or termination of this Agreement not be liable for whatever reason. 7.9 Each Party warrantsany consequential, represents and covenants to the other that: 7.9.1 It is duly organized and validly existing under the laws of its jurisdiction of incorporationincidental, 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 authorizedindirect, 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 withpunitive, or constitute a breach or default under special damages of any of the charter or organizational documents of such Party, any law, order, judgment or governmental rule or regulation applicable to such Partykind, or any material agreementdamages whatsoever, or business interruption, loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill or other intangible losses, resulting from (a) SP’s and Customer’s access to or use of, or inability to access or use, the Product; (b) any content obtained from the Product; (c) unauthorized access, use, or alteration of the Product or its content; or (d) any conduct or content within the Product made by the SP and/or its end users, including Customers. 7.6 The limitations of this Section 7 (Liability and Warranties) shall apply to any theory of liability, whether based on warranty, contract, commitment statute, tort (including negligence), or instrument to which such Party is a party. 7.9.5 In the performance of this Agreementotherwise, and whether or not Flowmon has been informed of the exercise possibility of any rights granted under this Agreementsuch damage, such Party will comply with and will cause even if a remedy set forth herein is found to have failed of its Affiliates (and as applicable its Sublicensees and Strategic Partners) to comply with, all applicable laws and regulations, now or hereafter in effectessential purpose.

Liability and Warranties. 7.1 Subject to Lonza warrants that [*****] 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 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 Party[******]. 7.2 Lonza warrants that it has The Licensee hereby acknowledges: (i) this is a licence to the right to grant the rights and licenses granted under this 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 rights and Licensed Know-How that must be licensed from and not to any other Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this 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 Rights; and (ii) that in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, and it 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; provided that where any such patent rights vested in Lonza or its Affiliates which are necessary for would prevent the Licensee and its Affiliates and their Sublicensees to operate from operating the System as permitted by the terms of this Agreement Agreement, then such patent rights shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder. 7.4 7.3 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”) 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 (collectively “Third Party Claims”) against Indemnified Party 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 arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and or 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 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 defend, indemnify and hold harmless Lonza and Lonza, its Affiliates and its and their respective officers, employees and agents at all times in respect of any and all Losses suffered or incurred as a result of any tortious claims or proceedings by Third Parties for of death or bodily injury caused by use of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable relating to such Third Party in relation to such Product Liability Claims (collectively, “Product Liability Losses”)the Product, and (b) Lonza shall defend, indemnify and hold harmless Licensee and Licensee, its Affiliates and its and their respective officers, employees and agents, agents at all times in respect of any and all Losses suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result directly from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, or from Lonza’s breach of this AgreementLines and Vectors. 7.5 [*****]. 7.6 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 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 NEGLIGENCESUBJECT TO CLAUSE 7.8, 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 AND/OR ITS THEIR RESPECTIVE AFFILIATES OR BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. . 7.8 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 wilful or deliberate breach of this Agreement 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 Subject The Licensee hereby acknowledges: (i) this is a licence 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 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 Party. 7.2 Lonza warrants that it has the right to grant the rights and licenses granted under this 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 rights and Licensed Know-How that must be licensed from and not to any other Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this 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 Rights; and (ii) that in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, and it 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; provided that where any such patent rights vested in Lonza or its Affiliates which are necessary for would prevent the Licensee and its Affiliates and their Sublicensees to operate from operating the System as permitted by the terms of this Agreement Agreement, then such patent rights shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder. 7.4 7.2 The Licensee warrants [***] that: (i) the Licensed Know-How (and all other Confidential Information of Lonza) has at all times been kept strictly confidential by Licensee and that any Third Parties to whom Licensee disclosed any Licensed Know-How are subject to written obligations of confidentiality that are no less restrictive to the terms hereof; (ii) any System Materials and/or Transfected Cell Lines received by Licensee prior to the Effective Date have been used for the sole, limited purpose of Product Development Activities and any Third Parties to whom System Materials and/or Transfected Cell Lines were disclosed by Licensee are subject to written obligations restricting use to Product Development Activities; (iii) it has not done (or otherwise authorised any Third Party to do) anything that would adversely impact the System; (iv) any and all tangible elements of the System (including Transfected Cell Line(s)) have been destroyed or otherwise returned to Licensee by any Third Parties, save as set out in Appendix 2; and (v) that it has the authority enter into this Agreement in respect of the Product and to exercise the Commercial Activities Licence and Manufacturing Activities Licence. 7.3 Each Party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its Affiliates, and its and their respective directors, officers, employees and agents (each an “Indemnified 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 (collectively “Third Party Claims”) against Indemnified Party 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 arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and or 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 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 defend, indemnify and hold harmless Lonza and Lonza, 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 for of death or bodily injury caused by use relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee, its Affiliates and their respective directors, officers, employees and agents at all times in respect of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result directly from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, or from Lonza’s breach of this Agreement.Lines and Vectors. [***] CONFIDENTIAL 7.6 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 7.5 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. 7.6 If an Indemnified Party intends to seek indemnification under this Agreement: (a) the Indemnified Party will notify the Indemnifying Party in writing promptly upon becoming aware of any claim, provided that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure to give notice; (b) The Indemnified Party will not settle or compromise any claim without the prior written consent of the Indemnifying Party, and the Indemnifying Party will not settle or compromise any claim in any manner which would have an adverse effect on the Indemnified Party’s interests, without the prior written consent of the Indemnified Party, which consent, in each case, will not be unreasonably withheld, conditioned or delayed; (c) The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and will (where free and reasonably able to do so) make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party that is reasonably required by the Indemnifying Party for the conduct of such claim, which information will be subject to Clause 8; and (d) the Indemnified Party shall take all reasonable steps to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under such indemnity. 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 SUBJECT TO IN SECTION 1.7 ABOVE) OR AGENTS, SUBLICENSEES OR STRATEGIC PARTNERSCLAUSE 7.8, IN NO EVENT SHALL EITHER PARTY AND/OR ITS THEIR RESPECTIVE AFFILIATES OR BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. . 7.8 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 wilful or deliberate breach of this Agreement 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 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 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 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 Lonza warrants that it As at the date of this Agreement, {***} has the right not received notice of any claim by a third party, (a) which affects {***}’s ability to grant the rights and licenses granted under this Agreement. Lonza warrants specified in Clause 4.1, or (b) that the patents included use of the Process Know How or the Materials infringes intellectual property rights vested in the Patent Rights (Lonza), and the GS System Know-How, and the CDACF Version 8 Know-How, are the only patents rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this Agreementany third party. 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 in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under {***} patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties {***}) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, 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 Lonza {***} or its Affiliates which are necessary for Licensee and its Affiliates and their Sublicensees to operate the System 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 warranties are given by {***} as 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 guarantees are given by {***} that such development work will succeed in facilitating the operation of the Process to produce Product which meets any particular technical parameters or specifications. All such development work shall be performed at the sole risk and expense of Licensee and/or its sublicensee. {***}’s sole responsibility hereunder shall be to supply the Process Know How and the Materials in accordance with this Agreement. 7.4 7.5 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”) 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 (collectively “Third Party Claims”) against Indemnified Party 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 arising 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 ClaimClaim . 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 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 for of death or bodily injury caused by use relating to the Product, and (b) {***} shall indemnify and hold harmless Licensee, and its Affiliates and their respective officers, employees and agents at all times in respect of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, {***} or from Lonza{***}’s breach of this Agreement. 7.6 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 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, 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, HEREOF IN NO EVENT SHALL EITHER PARTY OR ITS THEIR RESPECTIVE AFFILIATES OR BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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. 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 Subject to and except for the limited warranty set forth in Clause 7.2 and Clause 7.37.2, Lonza gives no representation or warranty that (a) the Patent Rights (Lonza) or Patent Rights (Third Party) that which are patent applications will be granted, or, granted or if granted, granted will be valid, or (b) 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 it has the right to grant the rights and licenses granted under this 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this AgreementSystem. 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 in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, 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; 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 permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee 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”) 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 (collectively “Third Party Claims”) against Indemnified Party 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 arising 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 ClaimClaim . 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 Lonza, 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 for of death or bodily injury caused by use relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee, and its Affiliates and their respective officers, employees and agents at all times in respect of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this AgreementLines and Vectors, or from Lonza’s breach of this Agreement. 7.6 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 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, HEREOF IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS PARTY, THEIR AFFILIATES OR AND THEIR RESPECTIVE OFFICERSOFFICER’S, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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 Subject subject to and except for the limited warranty set forth given in Clause clause 7.2(a) below. 7.2 and Clause 7.3, Lonza gives no representation or warranty Biologics warrants that (a) the Patent Rights (Lonza) or Patent Rights (Third Party) that are patent applications will be 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 Party. 7.2 Lonza warrants that it has the right to grant the rights and licenses granted under this 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 rights and Know-How that must be licensed from Lonza and/or Biologics or its Affiliates in order to operate or otherwise use the System including to express Product from the CDACF Version 8 System, (b) 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 as permitted 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 terms term of this 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 in order to fully exploit the rights granted under this Agreement contained herein, other than with respect to the System for the purpose of expressing Product from the System, Licensee may require licences under Biologics 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 Third Parties Biologics) that may be infringed by the use by the Licensee of the rights licensed under this Agreementherein, 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 that any such patent rights vested herein, and no licence in Lonza or its Affiliates which are necessary for Licensee and its Affiliates and their Sublicensees to operate the System as permitted by the terms of this Agreement addition thereto shall be automatically included within the Intellectual Property Rights licensed deemed to Licensee hereunderhave arisen or be implied by way of estoppel or otherwise. 7.4 Each Party (“Indemnifying Party”) shall indemnify, 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 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 contractual, tortious tortuous, or other claims or proceedings by Third Parties (collectively “Third Party Claims”) third parties against Indemnified Party 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 arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, or negligence 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, defend, indemnify and hold harmless Lonza Biologics and its Affiliates and its and their respective 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 for of death or bodily injury caused by use relating to the Product, and (b) Biologics shall indemnify and hold harmless Licensee and its directors, officers, servants, and agents at all times in respect of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this AgreementSystem, or from Lonza’s Biologics breach of this Agreement. 7.6 Except for A party (the conditions “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 warranties expressly set forth 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 Agreement, neither Party makes any representations or extends any warranties Clause 7 shall not apply to amounts paid in settlement of any kindloss, either express claim, damage, liability, or implied; 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 particularthe investigation of any action, any 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 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 BREACH OF STATUTORY DUTY OR OTHERWISE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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 the Agreement for whatever reason. 7.9 Each Party warrantsAs of the Effective Date, each of Licensee and Biologics hereby represents and covenants warrants to the other thatas follows: 7.9.1 It (a) it is a corporation or entity duly organized and validly existing under the laws of its the state, country, or other jurisdiction of incorporation, and its incorporation or formation; (b) it has full corporate the power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder; 7.9.2 This Agreement has been duly authorized(c) the execution, executed delivery, and delivered performance 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 party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with, with or result in a breach of any terms and provisions of or constitute a breach or 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 charter or organizational documents of such Party, any law, order, judgment or governmental rule or regulation applicable full right and authority 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 enter into this Agreement, and the exercise that it is not aware of any rights 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, 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 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 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 provided however that Lonza warrants that Licensee has all necessary rights from Lonza 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, Lonza warrants that it has the right not received notice of any claim by a third party, (a) which affects Lonza’s ability to grant the rights and licenses granted under this Agreement. Lonza warrants specified in Clause 4.1, or (b) that the patents included use of the Process Know How or the Materials infringes intellectual property rights vested in the Patent Rights (Lonza), and the GS System Know-How, and the CDACF Version 8 Know-How, are the only patents rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this Agreementany third party. 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 in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, 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 Lonza or its Affiliates which are necessary for Licensee and its Affiliates and their Sublicensees to operate the System Process as permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder. 7.4 Licensee expressly acknowledges and understands that the Materials and the Process Know How are vested in Lonza or Lonza is otherwise entitled thereto and the Materials and the Process Know How have been used by Lonza for the purposes of operating the Process at Lonza’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 warranties are given by Lonza as 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 guarantees are given by Lonza that such development work will succeed in facilitating the operation of the Process to produce Product which meets any particular technical parameters or specifications. All such development work shall be performed at the sole risk and expense of Licensee and/or its sublicensee. Lonza’s sole responsibility hereunder shall be to supply the Process Know How and the Materials in accordance with this Agreement. 7.5 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”) 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 (collectively “Third Party Claims”) against Indemnified Party 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 arising 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 ClaimClaim . 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 defend, indemnify and hold harmless Lonza and Lonza, 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 for of death or bodily injury caused by use relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee, and its Affiliates and their respective officers, employees and agents at all times in respect of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this Agreement, {***} or from Lonza’s breach of this Agreement.. CONFIDENTIAL LONZA 7.6 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 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, 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, HEREOF IN NO EVENT SHALL EITHER PARTY OR ITS THEIR RESPECTIVE AFFILIATES OR BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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. 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 Subject to and except for the limited warranty set forth in Clause 7.2 and Clause 7.37.2, Lonza gives no representation or warranty that (a) the Patent Rights (Lonza) or Patent Rights (Third Party) that which are patent applications will be granted, or, granted or if granted, granted will be valid, or (b) 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 it has the right to grant the rights and licenses granted under this 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 rights and Know-How that must be licensed from Lonza and/or its Affiliates in order to operate the System including the CDACF Version 8 System as permitted by the terms of this AgreementSystem. 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 in order to fully exploit the rights granted under this Agreement herein the Licensee may require licences under Lonza patent rights of Lonza or its Affiliates (other than those herein licensed) or under Third Party patent rights (including those vested in Affiliates of Third Parties Lonza) that may be infringed by the use by the Licensee of the rights licensed under this Agreement, 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 Lonza or its Affiliates which are necessary for Licensee and its Affiliates and their Sublicensees to operate the System as permitted by the terms of this Agreement shall be automatically included within the Intellectual Property Rights licensed to Licensee 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”") at all times in respect of any and all losses, damages, costs and expenses (collectively "Losses") suttered or incurred as a result of any contractual, tortious or other claims or proceedings by Third Parties (collectively “"Third Party Claims”") against Indemnified Party 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 arising out of the Indemnifying Party’s '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 's relative responsibility for the facts underlying the Third Party ClaimClaim . 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 Lonza, 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 for of death or bodily injury caused by use relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee, its Affiliates and their respective officers, employees and agents at all times in respect of a Product (“Product Liability Claims”) and any and all losses, damages, costs and expenses payable 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, at all times in respect suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the Product Liability Claims and Product Liability Losses to the extent such Product Liability Claims claims or proceedings result from defects or nonconformities in the Cell Lines, Vectors or other tangible materials, if any, provided under the REA or this AgreementLines and Vectors, or from Lonza’s 's breach of this Agreement. 7.6 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 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 '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, HEREOF IN NO EVENT SHALL EITHER PARTY OR ITS THEIR RESPECTIVE AFFILIATES OR BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT, CONTRACT IN TORT, TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. 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.