Common use of Limitation of Liability; Indemnity Clause in Contracts

Limitation of Liability; Indemnity. 11.1 The Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, indemnify and hold the Licensor harmless from and against all liability, demands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage arising directly or indirectly (a) out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.

Limitation of Liability; Indemnity. 11.1 The Licensor7.1. Except in case of gross negligence or willful misconduct by RCT or one of its employees, RCT shall in no event be liable for damages, whether direct or otherwise, arising out of the use by Licensee, its AFFILIATES, its PARTNERS or any third party of information, samples or materials supplied hereunder, or any NANOBODY PRODUCT made with the use or benefit of the EXPRESSION TECHNOLOGY. RCT shall in no event be liable for lost or prospective profits or special or consequential damages, whether or not RCT has been advised of the possibility of such damages, nor for any claim by a third party against Licensee. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 7.2. In recognition of the fact that RCT will have no control of the activities of Licensee under this License Agreement, makes no representations or warranties as Licensee agrees, for the term of this Agreement and for […***…] thereafter, to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, indemnify and hold the Licensor harmless RCT and all directors, officers and employees of RCT, from and against any and all liabilityclaims, demands, damagesand actions, including and resulting liabilities, judgments, costs and expenses of whatever kind, whether based on contract, negligence, strict liability, or statutory liability, including, without limitation, expenses or losses including death, personal injury, illness or property damage reasonable attorneys’ fees and cost of defense arising directly or indirectly (a) out of use by or related in any way to the Company production or its transferees sale of inventions licensed or information furnished NANOBODY PRODUCT under this License Agreement or (b) out Agreement. RCT shall ensure that Licensee is promptly notified of any usesuch claims in which it intends to invoke this Article 7. RCT and its employees shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any action, sale claim or other disposition liability covered by this indemnification. The foregoing indemnity shall not apply to the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined extent any such liability is attributable solely to be the result of Licensor's negligence or wilful misconductwillful misconduct of RCT in connection with the production or sale of such NANOBODY PRODUCT. 7.3. The Company agrees that any sublicense agreement it enters relative to On or before the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification earlier of the Licensor as provided in this Article. 11.4 Prior date Licensee uses, sells, offers to the First Commercial Salesell, the Company or imports a NANOBODY PRODUCT, Licensee shall obtain and, thereafter throughout the term of this Agreement, and for a period of […***…] after termination of this Agreement, maintain products in force, product liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be other insurance coverages typically carried by entities engaged in an amount which is Licensee’s business in amounts not less than one million dollars […***…] U.S. Dollars ($1,000,000US$[…***…]) per accident or occurrence. The parties agree Such insurance policies shall name the Indemnitees as additional insureds as respects this Agreement. Such policies shall provide or be endorsed to provide that adequate evidence such insurance is primary and any other insurance carried by any of the Indemnitees shall be excess and not contributing with the insurance required coverage has hereunder. The policies shall contain Cross Liability and/or Severability of Interests provisions so as to not impair the right of one insured against another insured. The insurance policies shall provide or will be provided endorsed to provide that written notice by the Company registered mail shall be given to the Licensor at: Penn State Intellectual Property OfficeIndemnitees at least thirty days before termination, 000 Xxxxxxxxxx Xxxxxxcancellation, Xxxxxxxxxx Xxxxor reduction of coverage. The CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, XX 00000-0000AS AMENDED. insurance policies required to be carried by Licensee under this Agreement shall be with companies that are reasonably acceptable to, and the Company agrees to keep said office informed approved by, RCT. Licensee shall furnish RCT with a certificates of any changes in insurance evidencing coverage or carriersand, when requested, a copy of such policy. The requirements of this paragraph 7.3 shall survive termination of this Agreement.

Limitation of Liability; Indemnity. 11.1 The LicensorSecurity Interests are granted as security only and shall not subject the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of the Issuer with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Issuer and from all other responsibility in connection therewith, except the responsibility of each to account (by this License Agreement, makes no representations application upon the Secured Obligations or warranties as otherwise) to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledgesIssuer for payments actually received. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company Issuer agrees to defend, indemnify and hold harmless the Licensor Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.2 shall be a demand obligation (which obligation the Issuer hereby expressly promises to pay) owing by the Issuer and shall be a part of the Secured Obligations. The Issuer agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all liabilityother liabilities, demandsobligations, losses, damages, including without limitationpenalties, actions, judgments, suits, costs, expenses or losses including deathdisbursements of any kind or nature whatsoever with respect to the execution, personal injurydelivery, illness enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF ISSUER AND ISSUER AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or property damage arising directly or indirectly (a) arises out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's gross negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by willful misconduct of such sub-licensee providing for the indemnification of the Licensor as provided in this Articleparticular indemnified party. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.

Limitation of Liability; Indemnity. 11.1 The Licensor7.1. Except in case of gross negligence or willful misconduct by RCT or one of its employees, RCT shall in no event be liable for damages, whether direct or otherwise, arising out of the use by Licensee, its AFFILIATES, its PARTNERS or any third party of information, samples or materials supplied hereunder, or any NANOBODY PRODUCT made with the use or benefit of the EXPRESSION TECHNOLOGY. RCT shall in no event be liable for lost or prospective profits or special or consequential damages, whether or not RCT has been advised of the possibility of such damages, nor for any claim by a third party against Licensee. 7.2. In recognition of the fact that RCT will have no control of the activities of Licensee under this License Agreement, makes no representations or warranties as Licensee agrees, for the term of this Agreement and for […***…] thereafter, to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, indemnify and hold the Licensor harmless RCT and all directors, officers and employees of RCT, from and against any and all liabilityclaims, demands, damagesand actions, including and resulting liabilities, judgments, costs and expenses of whatever kind, whether based on contract, negligence, strict liability, or statutory liability, including, without limitation, expenses or losses including death, personal injury, illness or property damage reasonable attorneys’ fees and cost of defense arising directly or indirectly (a) out of use by or related in any way to the Company production or its transferees sale of inventions licensed or information furnished NANOBODY PRODUCT under this License Agreement or (b) out Agreement. RCT shall ensure that Licensee is promptly notified of any usesuch claims in which it intends to invoke this Article 7. RCT and its employees shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any action, sale claim or other disposition liability covered by this indemnification. The foregoing indemnity shall not apply to the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined extent any such liability is attributable solely to be the result of Licensor's negligence or wilful misconductwillful misconduct of RCT in connection with the production or sale of such NANOBODY PRODUCT. 7.3. The Company agrees that any sublicense agreement it enters relative to On or before the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification earlier of the Licensor as provided in this Article. 11.4 Prior date Licensee uses, sells, offers to the First Commercial Salesell, the Company or imports a NANOBODY PRODUCT, Licensee shall obtain and, thereafter throughout the term of this Agreement, and for a period of […***…] after termination of this Agreement, maintain products in force, product liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be other insurance coverages typically carried by entities engaged in an amount which is Licensee’s business in amounts not less than one million dollars […***…] U.S. Dollars ($1,000,000US$[…***…]) per accident or occurrence. The parties agree Such insurance policies shall name the Indemnitees as additional insureds as respects this Agreement. Such policies shall provide or be endorsed to provide that adequate evidence such insurance is primary and any other insurance carried by any of the required coverage has or will Indemnitees shall be provided by excess and not contributing with the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.insurance required

Limitation of Liability; Indemnity. 11.1 The 10.1 Other than as set forth in Article 2 hereof, the Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Other than as set forth in Article 2, the Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN10.2 Except as may be expressly provided herein, THE LICENSOR DOES NOT MAKEthe licensor does not make, AND EXPRESSLY DISCLAIMS ANY WARRANTIESand expressly disclaims any warranties, EITHER EXPRESS OR IMPLIEDeither express or implied, ORAL OR WRITTENoral or written, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEas to merchantability or fitness for a particular purpose. 11.3 10.3 The Company agrees to defend, indemnify and hold the Licensor harmless from and against all liability, demands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage (each a "Claim") arising directly or indirectly indirectly: (a) out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, except to the extent, in each case which are not judicially determined to be such case, that such Claim results from or arises out of the result of Licensor's negligence gross negligence, recklessness or wilful willful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee sublicensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.

Limitation of Liability; Indemnity. 11.1 10.1 The Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement Agreement, makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 10.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES LICENSORS DO NOT MAKE, AND EXPRESSLY DISCLAIMS DISCLAIM ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 10.3 The Company agrees to defend, indemnify and hold harmless the Licensor harmless Licensor, its affiliates, directors, employees and officers from and against all liability, demands, damages, including without limitation, reasonable legal fees and expenses or and losses including death, personal injury, illness or property damage arising directly or indirectly indirectly: (a) out of the use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any testing, use, manufacture, import, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products Know-how or Licensed ProcessesProducts, in each case which are not judicially determined to be the result of the Licensor's gross negligence or wilful willful misconduct. The Company agrees that any sublicense agreement it enters relative . 10.4 Subject to the Stockholders Agreement, prior to entering into human clinical trials for a proposed Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior to the First Commercial SaleProduct, the Company shall obtain purchase and maintain products maintain, at its own expense, during the term of this Agreement, and for a minimum of two (2) years following the expiration, termination or cancellation of this Agreement, a product liability policy from an insurance covering company or companies reasonably satisfactory to the risk Licensor. During any clinical development of claimLicensed Product, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage such coverage shall be in an amount which is not less than one million dollars (for at least $1,000,000) 2,000,000 per occurrence. Promptly upon commercial introduction of Licensed Product, the parties shall negotiate in good faith an increase in such coverage. The parties agree that adequate evidence insurance policy relating to such coverage shall name the Licensor as an additional insured by way of endorsement or otherwise as its interests may appear. Within thirty (30) days following the required coverage has or will be provided by Effective Date, the Company shall cause to be delivered to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and an insurance certificate evidencing the Company agrees to keep said office informed of any changes in insurance coverage or carriersrequired by this Section 10.4. Such insurance certificate shall name the Licensor as an additional insured as its interests may appear.

Limitation of Liability; Indemnity. 11.1 The Licensorfollowing provisions shall apply to Directory services, in addition to the Liability and Indemnity provisions set forth in Article III, Section 30. 7.1 CenturyTel shall not be liable for damages arising from errors in or omissions of Directory listings, or listings obtained from the Directory Assistance operator. In the case of listings for which a charge is made, CenturyTel’s liability to Charter or any Charter End User Customer for any errors or omissions in Directories published by CenturyTel and/or Publisher (including, but not limited to, any error in any End User Customer or Charter listing), or for any default or breach of this License AgreementArticle, makes no representations or warranties for any other claim otherwise arising under this Article, shall be limited to the monthly amounts paid by Charter to CenturyTel under this Article for each such listing for the period during which the error or omission continues. Charter shall indemnify CenturyTel in accordance with the provisions of Section 7.2 below as to the validity and/or breadth of the inventions contained any errors or omissions in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purposeCharter End User Customer listing. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company 7.2 Each Party (the “Indemnifying Party”) agrees to indemnify, defend, indemnify and hold harmless the Licensor harmless other Party, its directors, officers, employees, agents and their affiliates (collectively, the “Indemnified Parties”) from and against all liabilitylosses, demandsclaims, damages, expenses, suits, or other actions, or any liability whatsoever including, but not limited to, damages, liabilities, costs and attorneys’ fees, made or asserted by any third party (including but not limited to End User Customers) against the Indemnified Parties arising out of the errors or omissions in Directories caused by the Indemnifying Party’s provision to the Directory publisher of incomplete, inaccurate or unauthorized customer listings. 7.3 To the maximum extent permitted by the applicable law, in no event shall CenturyTel or Charter be liable for any special, incidental, indirect, or consequential damages whatsoever including, without limitation, expenses damages for loss of profits or losses including death, personal injury, illness or property damage any other pecuniary loss arising directly or indirectly (a) out of use by or in connection with this Article, even if such Party has been advised of the Company or its transferees possibility of inventions licensed or information furnished under this License Agreement or (b) out of any usesuch damages, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be except where such damages occur as the result of Licensor's negligence a breach of confidentiality, or wilful misconduct. The Company agrees that any sublicense agreement it enters relative relate to the Licensed Products and/or Licensed Processes shall contain a covenant an indemnity claim covered by such sub-licensee providing for the indemnification of the Licensor as provided in this ArticleSection 7.2 above. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.

Limitation of Liability; Indemnity. 11.1 The LicensorSecurity Interests are granted as security only and shall not subject the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by this License Agreement, makes no representations application upon the Secured Obligations or warranties as otherwise) to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledgesGrantor for payments actually received. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company Grantor agrees to defend, indemnify and hold harmless the Licensor Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all liabilityother liabilities, demandsobligations, losses, damages, including without limitationpenalties, actions, judgments, suits, costs, expenses or losses including deathdisbursements of any kind or nature whatsoever with respect to the execution, personal injurydelivery, illness enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or property damage arising directly or indirectly (a) arises out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's gross negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by willful misconduct of such sub-licensee providing for the indemnification of the Licensor as provided in this Articleparticular indemnified party. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.

Limitation of Liability; Indemnity. 11.1 The 10.1 Other than as set forth in Article 2 hereof, the Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Other than as set forth in Article 2, the Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 10.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 10.3 The Company agrees to defend, indemnify and hold the Licensor harmless from and against all liability, demands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage (each a "Claim") arising directly or indirectly indirectly: (a) out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, except to the extent, in each case which are not judicially determined to be such case, that such Claim results from or arises out of the result of Licensor's negligence gross negligence, recklessness or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee sublicensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior to the First Commercial Sale, the (a) The Company shall obtain and maintain products carry in full force and effect commercial, general liability insurance covering insurance, at such time when the risk of claimCompany has developed Licensed Products for sale, liabilities, expenses which shall protect the Company and judgments for which it has agreed to indemnify the Licensor pursuant with respect to events covered by paragraph 11.3 hereof10.3 above. Coverage Such insurance shall be in written by a reputable insurance company, shall list the Licensor as an amount which is additional named insured thereunder, shall be endorsed to include product liability coverage and shall require thirty (30) days written notice to be given to the Licensor prior to any cancellation or material change thereof. The limits of such insurance shall not be less than two million dollars ($2,000,000) per occurrence with an aggregate of five million dollars ($5,000,000) for personal injury or death, and one million dollars ($1,000,000) per occurrenceoccurrence with an aggregate of three million dollars ($3,000,000) for property damage. The parties agree Company shall provide the Licensor with Certificates of Insurance evidencing the same. (b) Notwithstanding the foregoing, if the requirements of this paragraph 10.4 are not consistent with general industry norms or good business practices at the time, the Licensor agrees to negotiate in good faith to modify this paragraph 10.4; provided, however, that adequate evidence if the Company, using good-faith reasonable efforts, cannot obtain the insurance required by this paragraph 10.4 at rates that are prudent given the Company's financial position as determined by the Board of Directors of the Company at the time such insurance is required coverage has or will be provided then the Licensor agrees to waive the requirements of this paragraph 10.4 until a determination by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and Board of Directors of the Company agrees that the Company's financial position permits it to keep said office informed of any changes in coverage or carriersobtain the insurance required by this paragraph 10.4.

Limitation of Liability; Indemnity. 11.1 The Licensor, by a) Under no circumstances will either party be liable under any provision of this License Agreement, makes no representations contract, law, statute or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensorother legal or equitable theory for any consequential, by this License Agreement makes no representations indirect, special, punitive or warranties as to patents now held incidental damages, or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purposelost profits. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.b) [ * ] 11.3 The Company agrees to defend, c) Licensor shall indemnify and hold the Licensor harmless NT from and against any and all liabilityclaims, demandsactions, liabilities and damages, including without limitationcosts and attorneys fees, expenses or losses including death, personal injury, illness or property damage arising directly or indirectly (a) out of use or in connection with an assertion that the Licensor Data or Services as supplied by Licensor to NT infringes any copyright or other Intellectual Property Right of a third party; provided that (i) Licensor is promptly notified in writing of such claim or suit, (ii) Licensor shall have the Company sole control of the defense and/or settlement thereof, and (iii) NT furnishes to Licensor, on request, all relevant information available to NT and reasonable cooperation for such defense. Licensor shall have no obligation to indemnify NT (i) for any claim that arises solely under the circumstances set forth in the first sentence of Section 10(d) below or its transferees (ii) to the extent such claim arises solely as a result of inventions licensed NT’s modification or information furnished under this License Agreement alteration of the Licensor Data or the combination by NT of the Licensor Data with other data. The limitations of liability in Sections 10(a) and (b) shall not apply to Licensor’s indemnification obligations under this Section 10(c). d) NT shall indemnify and hold harmless Licensor from and against any and all claims, actions, liabilities and damages, including costs and attorney fees, arising out of or in connection with an assertion that the NT Database or any use, sale data disseminated by NT other than the Licensor Data infringes any copyright or other disposition by Intellectual Property Right of a third party; provided that (i) NT is promptly notified in writing of such claim or suit, (ii) NT shall have the Company or its transferees sole control of Patent Rightsthe defense and/or settlement thereof, Licensed Products or Licensed Processesand (iii) Licensor furnishes to NT, on request, all relevant information available to Licensor and reasonable cooperation for such defense. NT shall have no obligation to indemnify Licensor (i) for any claim that arises solely under the circumstances set forth in each case which are not judicially determined to be the result first sentence of Licensor's negligence or wilful misconductSection 10(c) above. The Company agrees that any sublicense agreement it enters relative limitations of liability in Sections 10(a) and (b) shall not apply to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the NT indemnification of the Licensor as provided in obligations under this ArticleSection 10(d). 11.4 Prior to the First Commercial Sale, the Company e) Each party shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant other from and against any and all third party claims, actions, liabilities and damages, including costs and attorneys’ fees, arising out of or in connection with the other party’s breach of a representation or warranty set forth herein, or failure to paragraph 11.3 hereofperform or comply with any term of this Agreement; provided that NT shall have taken all reasonable actions to mitigate third party claims, liabilities and damages. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.[ * ]

Limitation of Liability; Indemnity. 11.1 The Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 10.1 EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED HEREINSET FORTH IN THIS AGREEMENT, THE LICENSOR DOES NOT MAKE, MAKES NO REPRESENTATIONS AND EXPRESSLY DISCLAIMS EXTENDS NO WARRANTIES OF ANY WARRANTIESKIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTENINCLUDING, AS TO ANY MATTER WHATSOEVERBUT NOT LIMITED TO, INCLUDING MERCHANTABILITY OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENTED RIGHTS CLAIMS, ISSUED OR PENDING. 11.3 10.2 The Company agrees to defend, indemnify and hold Licensor, the Licensor University and their trustees, inventors, officers, employees and affiliates, harmless from and against all liability, demands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage arising directly or indirectly indirectly: (a) out of use by the Company Company, Company’s Affiliates, sublicensees, or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company Company, Company’s Affiliates, sublicensees, or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's negligence or wilful willful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior 10.3 Licensor shall not be liable to Company or Company’s customers or sublicensees for any damages, including but not limited to, direct, special, incidental, indirect, economic, or consequential damages resulting from design defects, testing, labeling, manufacture, or other application of Licensed Products manufactured, tested, designed, sublicensed or sold pursuant to this Agreement. 10.4 Company shall procure and maintain commercial general liability insurance, including without limitation, product liability insurance, in amounts customary in the relevant industry in which Company commercially exploits Licensed Products or Licensed Process. Such insurance coverage shall extend to indemnities of Company and Licensor shall be named as an insured. Insurance coverage shall be obtained through insurance carriers reasonably acceptable to Licensor. Product liability insurance shall be maintained prior to the First Commercial Sale, the Company shall obtain first commercial sale of a Licensed Product and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be continued for a commercially reasonable amount of time after the expiration of this Agreement. 10.5 LICENSEE shall promptly notify RESEARCH FOUNDATION of all claims involving the Indemnities. 10.6 Nothing in an amount which is this Agreement shall be construed as a warranty or representation by RESEARCH FOUNDATION or University that it will not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence grant licenses to others to make, use or sell products or processes not covered by the claims of the required coverage has Patent Rights which may be similar to or will be provided compete with products made or sold by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage LICENSEE or carriersits sublicensee.

Limitation of Liability; Indemnity. 11.1 (a) The Licensorliability, if any, of Bank and Cornerstone under this Agreement whether to Merchant or to any other party, whatever the basis of the liability, shall not exceed in the aggregate the difference between (i) the amount of fees paid by Merchant to Cornerstone and Bank during the month in which the transaction out of which the liability arose occurred, and (ii) assessments, Chargebacks, and any offsets authorized under this License Agreement against such fees which arose during such month. In the event more than one month is involved, the aggregate amount of Cornerstone and Bank’s liability shall not exceed the lowest amount determined in accord with the foregoing calculation for any one month involved. In no event will Bank, Cornerstone, nor their officers, agents, directors, or employees be liable for any indirect, special, or consequential damages; (b) Merchant hereby agrees to indemnify and hold Bank, Cornerstone and their employees and agents harmless from any claim relating to a dispute between Merchant and a Cardholder, any Sales Draft paid, and for any claim that may be made by anyone by way of defense, dispute, offset, counterclaim or affirmative action, or for any damages of, or losses that either Bank or Cornerstone may incur as a result of Merchant’s breach of this Agreement. Further, Merchant shall reimburse Bank or Cornerstone, as the case may be, for all expenses and costs, including attorney’s fees, with regard thereto; (c) Cornerstone and Bank will perform all services in accordance with this Agreement. Cornerstone makes no representations other warranty, express or warranties as to implied, regarding the validity and/or breadth of the inventions services, and nothing contained in the Patent Rights Agreement will constitute such a warranty. Cornerstone disclaims all implied warranties, including those of merchantability and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes fitness for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees . No party will be liable to defend, indemnify and hold the Licensor harmless from and against all liability, demands, damages, including without limitation, expenses other parties for any failure or losses including death, personal injury, illness delay in its performance of this Agreement if such failure or property damage arising directly or indirectly (a) delay arises out of use by causes beyond the Company control and without the fault or its transferees negligence of inventions licensed or information furnished under this License Agreement or (b) out of such party. If any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification of the Licensor as provided Entries that are on Cornerstone’s system belonging to Company are subpoenaed by legal process or otherwise, Cornerstone shall use reasonable efforts to notify Company. If Company does not respond in this Article. 11.4 Prior to a timely manner, and/or thirty (30) days elapses from Cornerstone’s receipt of subpoena, Cornerstone may produce records in accordance with the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereofsubpoena. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.6.10

Limitation of Liability; Indemnity. 11.1 (a) In the performance of its duties hereunder, the Transfer Agent shall be obligated, as applicable, to exercise the due care and diligence of a professional transfer agent in providing the services called for in this Agreement and in all events shall act in good faith in performing the services provided for under this Agreement. (b) The LicensorTransfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, except for a loss or expense directly caused by or resulting from willful misfeasance, bad faith or negligence on the Transfer Agent’s part in the performance of or from reckless disregard by the Transfer Agent of the obligations and duties specifically set forth in this Agreement. In addition, the Transfer Agent shall not be liable for (i) any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement, or (ii) any actions that occurred or failed to occur, or any records created or retained, prior to the Effective Date. (c) The parties agree that any encoding or payment processing errors shall be governed by this License Agreement, makes no representations or warranties as to the validity and/or breadth standard of care and Section 4-209 of the inventions contained in Uniform Commercial Code is superseded by this Section 10 of this Agreement. (d) Subject to Sections 10(a) and 10(b) above, the Patent Rights Transfer Agent shall not be responsible for, and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in Trust and the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, Funds shall indemnify and hold the Licensor Transfer Agent, its directors, officers, employees and agents (the “Indemnitees”) harmless from and against against, any and all liability, demandslosses, damages, including without limitationcosts, reasonable attorneys’ fees and expenses, payments, expenses and liabilities that may be imposed on, incurred by or losses including deathasserted against any of the Indemnitees in connection with or arising out of: (i) the Transfer Agent’s performance of the services in accordance with the terms of this Agreement (ii) any and all actions of the Transfer Agent or its officers, personal injuryemployees or agents required to be taken pursuant to this Agreement, illness provided that such actions are taken in good faith and without negligence or property damage arising directly willful misconduct; (iii) the reliance on or indirectly (a) out of use by the Company Transfer Agent or its transferees officers, employees or agents of inventions licensed information, records, documents, data, or services delivered by machine readable input, facsimile, CRT data entry, electronic instructions, or other similar means authorized by the Trust, which are received by the Transfer Agent or its officers, employees or agents and furnished to them by or on behalf of the Trust or any Fund, or from broker-dealers of record or third-party administrators on behalf of individual Shareholders, or from individual Shareholders directly via OLA as described in Section 9, and which have been prepared or maintained by the Trust, any Fund or individual Shareholders, or any third party on behalf of the Trust, any Fund or individual Shareholders, including, but not limited to, any broker-dealer, Intermediaries or previous transfer agent; (iv) the Trust’s refusal or failure to comply with the material terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance in the performance of its obligations under this Agreement; (v) the breach of any material representation or warranty of the Trust hereunder; (vi) the reasonable reliance by the Transfer Agent on telephone or other electronic instructions of any person acting on behalf of a Shareholder or Shareholder account for which telephone or other electronic services have been authorized; (vii) the acceptance of transaction requests as part of an Authorized Instruction on behalf of individual Shareholders received from the Shareholders (or their authorized representatives) in accordance with agreed requirements, broker-dealers, Intermediaries or the Trust, and with respect to requests by broker-dealers, Intermediaries or the Trust, the reliance by the Transfer Agent on the broker-dealer, Intermediaries or the Trust to ensure that the original source documentation is in good order and properly retained; (viii) the offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares (unless such violation results from the Transfer Agent’s failure to comply with written instructions of the Trust or of any officer of the Trust that no offers or sales be input into the Trust’s security holder records or to residents of such state); (ix) the negotiation and processing of any checks (including placing stop orders on original checks in accordance with agreed procedures based on a Shareholder’s representation that a check was not received or was lost), wires and ACH payments including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent, provided that the Transfer Agent has acted in good faith and without negligence or willful misconduct; (x) upon the Trust’s request entering into any agreements required by the NSCC for the transmission of Trust or Shareholder data through the NSCC clearing systems; or (xi) the Trust’s use, and any Shareholder’s use, of the Data Access Services furnished by the Transfer Agent or any other third party including without limitation the Trust’s or a Shareholder’s origination of electronic transactions as described in Section 10(e) herein, provided that the Transfer Agent has acted in good faith without negligence or willful misconduct. (e) In performing its services hereunder, the Transfer Agent shall be entitled to rely and shall have no liability for acting upon any Authorized Instructions, notices or other communications, including electronic transmissions, from any Authorized Person who Transfer Agent believes in good faith to be genuine, valid and authorized, and shall be indemnified by the Trust for any loss or expense caused by such reasonable reliance. (f) Notwithstanding anything herein to the contrary, to the extent consistent with applicable law, requirements and guidance as promulgated by the Securities Exchange Commission, the Transfer Agent shall not be liable to the Trust or any Shareholder for any net loss to the Trust, after amounts debited or credited to shareholders in accordance with the Trust’s policies, if a pricing error resulting from an “as-of” adjustment for which the Transfer Agent would otherwise be liable under this Agreement is less than $0.01 per share, calculated on the basis of the total value of all shares owned by the affected Fund (i.e., on the basis of the value of the shares of the total Fund, including all classes of that Fund, not just those of the affected class). This computation is based upon the actual difference and is not based upon the rounding of the NAV to the nearest cent per share. In the event that such a pricing error is caused, at least in part, by the Transfer Agent’s failure to comply with its standard of care under this Agreement and results in a net loss to the Trust that equals or exceeds $0.01 per share, calculated on the basis of the total value of all shares owned by the affected Fund, the parties agree to negotiate in good faith as to the allocation of responsibility for, and the appropriate settlement of, such loss. (g) The indemnifications contained hereunder shall survive the termination of this Agreement. (h) The Transfer Agent may, at the expense of the Trust, in connection with matters arising under this Agreement as a result of an instruction, request or information furnished under this License Agreement provided by the Trust, obtain the advice and opinion for the professional advisors to the Trust or (bits own professional advisors and the Transfer Agent shall be entitled to rely on the advice or opinion of such professional advisors and, subject to Section 10(b) out above, the Transfer Agent shall not be liable for any loss suffered by any Fund as a result of any use, sale or other disposition act taken by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, Transfer Agent in each case which are not judicially determined to be reliance upon such advice. (i) In order that the result of Licensor's negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification of the Licensor as provided Indemnification provisions contained in this Article. 11.4 Prior to Section 10 shall apply, upon the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk assertion of claim, liabilities, expenses and judgments a claim for which it has agreed the Trust may be required to indemnify the Licensor pursuant Transfer Agent, the Transfer Agent shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrenceall developments concerning such claim. The parties agree that adequate evidence Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or in the name of the Transfer Agent. The Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Trust may be required coverage has or will be provided by to indemnify the Company to Transfer Agent except with the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriersTrust’s prior written consent.

Limitation of Liability; Indemnity. 11.1 The LicensorAgent and its successors and assigns are hereby absolved from all liability for failure to enforce collection of the Proceeds of Runs and from all other responsibility in connection therewith, except the responsibility of each to account (by this License Agreement, makes no representations application upon the Secured Liabilities or warranties as otherwise) to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledgesBorrower for funds actually received. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company Borrower agrees to defend, indemnify and hold harmless Agent and the Licensor harmless other Secured Parties against any and all liabilities, actions, claims, judgments, costs, charges and attorneys' fees by reason of the assertion that such parties received, either before or after payment and performance in full of the Secured Liabilities, funds from and against all liability, demands, damages, including without limitation, expenses the production of Hydrocarbons or losses including death, personal injury, illness or property damage arising directly or indirectly the Proceeds of Runs claimed by third persons (aand/or funds attributable to sales of production which (i) out were made at prices in excess of use the maximum price permitted by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (bii) out were otherwise made in violation of any usecontracts, sale or other disposition by the Company or its transferees of Patent Rightsagreements, Licensed Products or Licensed Processeslaws, in each case which are not judicially determined to be the result of Licensor's negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products rules, regulations and/or Licensed Processes shall contain a covenant by orders governing such sub-licensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000sales), and the Company agrees Agent shall have the right to keep said office informed defend against any such claims or actions, employing attorneys of Agent's own selection and if not furnished with indemnity satisfactory to them, the Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Agent in compromise, satisfaction or discharge of any changes such claims, actions or judgments, and all court costs, attorneys' fees and other expenses of every character expended by the Agent pursuant to the provisions of this Section shall be a demand obligation (which obligation the Borrower hereby expressly promises to pay) owing by the Borrower to such parties and shall bear interest, from the date expended until paid, at the rate described in coverage Section 4.8 ("Advances by Agent") hereof. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or carriersarises out of the gross negligence or willful misconduct of such particular indemnified party.

Limitation of Liability; Indemnity. 11.1 The Licensor7.1. Except for RCT’s or its employees’ gross negligence or willful misconduct, RCT is not liable to Licensee or any of its AFFILIATES for damages, whether direct, indirect, consequential, or otherwise, arising out of Licensee’s, or its AFFILIATES’ use of RCT EXPRESSION TECHNOLOGY or any of the Materials licensed or supplied hereunder, or of any NANOBODY PRODUCT made with the use or benefit of the RCT EXPRESSION TECHNOLOGY. RCT is not liable, and Licensee hereby waives any claim, for lost or prospective profits or special or consequential damages, whether or not RCT has been advised of the possibility of such damages, nor for any claim based on a claim by a third party against any of Licensee or its AFFILIATES. 7.2. Recognizing that RCT will have no control of the activities of Licensee or its AFFILIATES under this A&R Agreement, Licensee agrees, for the term of this A&R Agreement and for [***] thereafter, to indemnify and hold harmless RCT and all its AFFILIATES and their respective directors, officers and employees (collectively, the “Indemnitees”), from and against any and all third-party claims, demands, and actions, and resulting liabilities, judgments, costs and expenses of whatever kind, whether based on contract, negligence, strict liability, or statutory liability, including reasonable attorneys' fees and cost of defense arising out of or related in any way to the production or sale of NANOBODY PRODUCT under this A&R Agreement. RCT must promptly notify Licensee of any such claims in which it intends to invoke Licensee’s foregoing obligations, although failure to promptly notify Licensee will not excuse any of Licensee’s obligation hereunder to the extent Licensee is not materially prejudiced in the defense thereof by any such delay. RCT will, and will cause its employees to, cooperate fully with Licensee and its legal representatives in the investigation and defense of any action, claim or liability covered by this License indemnification. The foregoing indemnity does not apply to the extent any liability is attributable solely to the negligence or willful misconduct of RCT in connection with the production or sale of such NANOBODY PRODUCT. 7.3. During the term of this A&R Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained and for [***] thereafter, Licensee must obtain and maintain in the Patent Rights force, at its sole cost and the Company so acknowledges. The Licensorexpense, by this License Agreement makes no representations or warranties as to patents now held or insurance (including any self-insured arrangements, which will be held by others permissible so long as Licensee has net assets in excess of [***]) in types and amounts, that are reasonable and customary in the field United States pharmaceutical and biotechnology industry for companies engaged in comparable activities. Upon written request, Licensee must furnish RCT with a certificates of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, indemnify and hold the Licensor harmless from and against all liability, demands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage arising directly or indirectly (a) out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's negligence or wilful misconductinsurance evidencing coverage. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification requirements of the Licensor as provided in this ArticleParagraph survive termination of this A&R Agreement. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.

Limitation of Liability; Indemnity. 11.1 The Licensor7.1. Except in case of gross negligence or willful misconduct by RCT or one of its employees, RCT shall in no event be liable for damages, whether direct or otherwise, arising out of the use by Licensee, its AFFILIATES, […***…] or any third party of information, samples or materials supplied hereunder, or any NANOBODY PRODUCT made with the use or benefit of the EXPRESSION TECHNOLOGY. RCT shall in no event be liable for lost or prospective profits or special or consequential damages, whether or not RCT has been advised of the possibility of such damages, nor for any claim by a third party against Licensee. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 7.2. In recognition of the fact that RCT will have no control of the activities of Licensee under this License Agreement, makes no representations or warranties as Licensee agrees, for the term of this Agreement and for […***…] thereafter, to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, indemnify and hold the Licensor harmless RCT and all directors, officers and employees of RCT, from and against any and all liabilityclaims, demands, damagesand actions, including and resulting liabilities, judgments, costs and expenses of whatever kind, whether based on contract, negligence, strict liability, or statutory liability, including, without limitation, expenses or losses including death, personal injury, illness or property damage reasonable attorneys’ fees and cost of defense arising directly or indirectly (a) out of use by or related in any way to the Company production or its transferees sale of inventions licensed or information furnished NANOBODY PRODUCT under this License Agreement or (b) out Agreement. RCT shall ensure that Licensee is promptly notified of any usesuch claims in which it intends to invoke this Article 7. RCT and its employees shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any action, sale claim or other disposition liability covered by this indemnification. The foregoing indemnity shall not apply to the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined extent any such liability is attributable solely to be the result of Licensor's negligence or wilful misconductwillful misconduct of RCT in connection with the production or sale of such NANOBODY PRODUCT. 7.3. The Company agrees that any sublicense agreement it enters relative to On or before the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification earlier of the Licensor as provided in this Article. 11.4 Prior date Licensee uses, sells, offers to the First Commercial Salesell, the Company or imports a NANOBODY PRODUCT, Licensee shall obtain and, thereafter throughout the term of this Agreement, and for a period of […***…] after termination of this Agreement, maintain products in force, product liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be other insurance coverages typically carried by entities engaged in an amount which is Licensee’s business in amounts not less than one million dollars […***…] U.S. Dollars ($1,000,000US$[…***…]) per accident or occurrence. The parties agree Such insurance policies shall name the Indemnitees as additional insureds as respects this Agreement. Such policies shall provide or be endorsed to provide that adequate evidence such insurance is primary and any other insurance carried by any of the Indemnitees shall be excess and not contributing with the insurance required coverage has hereunder. The policies shall contain Cross Liability and/or Severability of Interests provisions so as to not impair the right of one insured against another insured. The insurance policies shall provide or will be provided endorsed to provide that written notice by the Company registered mail shall be given to the Licensor at: Penn State Intellectual Property OfficeIndemnitees at least thirty days before termination, 000 Xxxxxxxxxx Xxxxxxcancellation, Xxxxxxxxxx Xxxxor reduction of coverage. The CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, XX 00000-0000AS AMENDED. insurance policies required to be carried by Licensee under this Agreement shall be with companies that are reasonably acceptable to, and the Company agrees to keep said office informed approved by, RCT. Licensee shall furnish RCT with a certificates of any changes in insurance evidencing coverage or carriersand, when requested, a copy of such policy. The requirements of this paragraph 7.3 shall survive termination of this Agreement.

Limitation of Liability; Indemnity. 11.1 The Licensor, by a) Under no circumstances will either party be liable under any provision of this License Agreement, makes no representations contract, law, statute or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensorother legal or equitable theory for any consequential, by this License Agreement makes no representations indirect, special, punitive or warranties as to patents now held incidental damages, or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purposelost profits. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, c) Licensor shall indemnify and hold the Licensor harmless NT from and against any and all liabilityclaims, demandsactions, liabilities and damages, including without limitationcosts and attorneys fees, expenses or losses including death, personal injury, illness or property damage arising directly or indirectly (a) out of use or in connection with an assertion that the Licensor Data or Services as supplied by Licensor to NT infringes any copyright or other Intellectual Property Right of a third party; provided that (i) Licensor is promptly notified in writing of such claim or suit, (ii) Licensor shall have the Company sole control of the defense and/or settlement thereof, and (iii) NT furnishes to Licensor, on request, all relevant information available to NT and reasonable cooperation for such defense. Licensor shall have no obligation to indemnify NT (i) for any claim that arises solely under the circumstances set forth in the first sentence of Section 10(d) below or its transferees (ii) to the extent such claim arises solely as a result of inventions licensed NT's modification or information furnished under this License Agreement alteration of the Licensor Data or the combination by NT of the Licensor Data with other data. The limitations of liability in Sections 10(a) and (b) shall not apply to Licensor's indemnification obligations under this Section 10(c). d) NT shall indemnify and hold harmless Licensor from and against any and all claims, actions, liabilities and damages, including costs and attorney fees, arising out of or in connection with an assertion that the NT Database or any use, sale data disseminated by NT other than the Licensor Data infringes any copyright or other disposition by Intellectual Property Right of a third party; provided that (i) NT is promptly notified in writing of such claim or suit, (ii) NT shall have the Company or its transferees sole control of Patent Rightsthe defense and/or settlement thereof, Licensed Products or Licensed Processesand (iii) Licensor furnishes to NT, on request, all relevant information available to Licensor and reasonable cooperation for such defense. NT shall have no obligation to indemnify Licensor (i) for any claim that arises solely under the circumstances set forth in each case which are not judicially determined to be the result first sentence of Licensor's negligence or wilful misconductSection 10(c) above. The Company agrees that any sublicense agreement it enters relative limitations of liability in Sections 10(a) and (b) shall not apply to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the NT indemnification of the Licensor as provided in obligations under this ArticleSection 10(d). 11.4 Prior to the First Commercial Sale, the Company e) Each party shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant other from and against any and all third party claims, actions, liabilities and damages, including costs and attorneys' fees, arising out of or in connection with the other party's breach of a representation or warranty set forth herein, or failure to paragraph 11.3 hereof. Coverage perform or comply with any term of this Agreement; provided that NT shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company have taken all reasonable actions to the Licensor at: Penn State Intellectual Property Officemitigate third party claims, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, liabilities and the Company agrees to keep said office informed of any changes in coverage or carriersdamages.

Limitation of Liability; Indemnity. 11.1 The Licensor(a) Determination of the suitability of any Services furnished hereunder for the use contemplated by KMG is the sole responsibility of KMG, and Air Products will have no responsibility in connection therewith. KMG assumes all risk and liability for loss, damage or injury to persons or property arising out of such Services however used, and Air Products shall in no event be liable to KMG or those claiming by, through or under KMG (including employees, agents, customers, subtenants, contractors and other invitees) for any damage, including, without limitation, personal or property damage, suffered by this License Agreementany of them, makes no representations directly or warranties indirectly, as a result of any Services provided hereunder, regardless of whether due or alleged to be due to the validity and/or breadth negligence of Air Products, except for damages to the inventions contained in extent such damage is occasioned by Air Products’ gross negligence or willful misconduct. Notwithstanding the Patent Rights foregoing, Air Products shall indemnify KMG for any and the Company so acknowledges. The Licensor, all losses arising from or related to any damage caused by this License Agreement makes no representations Air Products’ gross negligence or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purposewillful misconduct. 11.2 EXCEPT AS MAY (b) AIR PRODUCTS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE EXPRESSLY PROVIDED HEREINLIABLE TO KMG FOR ANY INCIDENTAL, THE LICENSOR DOES NOT MAKEINDIRECT, AND EXPRESSLY DISCLAIMS CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY WARRANTIESKIND, EITHER EXPRESS INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION LOSSES OR IMPLIEDTHIRD-PARTY CLAIMS, ORAL WHETHER CAUSED BY BREACH OF THIS AGREEMENT, NEGLIGENCE OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEOTHERWISE. 11.3 The Company agrees to defend(c) KMG shall indemnify Air Products and its affiliates and their respective officers, indemnify directors, employees and hold the Licensor harmless from and agents (each an “Air Products Indemnitee”) against all liabilitycosts, demandsjudgments, claims, liabilities, damages, including without limitationlosses, penalties and expenses (collectively “Damages”) suffered by any of them that pertain to the performance of the Services (whether or losses including death, personal injury, illness or property damage not allegedly arising directly or indirectly (a) out of use negligence, tort, strict liability or otherwise), regardless of whether such Damages are caused in whole or in part by the Company negligence of the Air Products Indemnitee, or its transferees in connection with the defense of inventions licensed any action based on such activities, including reasonable attorneys’ fees and expenses of investigation (which fees and expenses shall be paid as incurred); provided however, that such indemnity shall not apply for the benefit of an Air Products Indemnitee if it is ultimately found through settlement or information furnished under this License Agreement by final, non-appealable order that such Air Products Indemnitee’s actions constituted gross negligence or (b) willful misconduct. This indemnification shall apply notwithstanding any limitations arising out of any use, sale workers’ compensation or other disposition by the Company like statutes. (d) The provisions of this Section 7 shall survive expiration, termination or its transferees cancellation of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to this Agreement and shall be the result of Licensor's negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative enforceable to the Licensed Products and/or Licensed Processes shall contain a covenant fullest extent permitted by such sub-licensee providing for the indemnification of the Licensor as provided law or in this Articleequity. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.

Limitation of Liability; Indemnity. 11.1 The Licensor7.1. Except in case of gross negligence or willful misconduct by RCT or one of its employees, RCT shall in no event be liable for damages, whether direct or otherwise, arising out of the use by Licensee, its AFFILIATES, […***…] or any third party of information, samples or materials supplied hereunder, or any NANOBODY PRODUCT made with the use or benefit of the EXPRESSION TECHNOLOGY. RCT shall in no event be liable for lost or prospective profits or special or consequential damages, whether or not RCT has been advised of the possibility of such damages, nor for any claim by a third party against Licensee. 7.2. In recognition of the fact that RCT will have no control of the activities of Licensee under this License Agreement, makes no representations or warranties as Licensee agrees, for the term of this Agreement and for […***…] thereafter, to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, indemnify and hold the Licensor harmless RCT and all directors, officers and employees of RCT, from and against any and all liabilityclaims, demands, damagesand actions, including and resulting liabilities, judgments, costs and expenses of whatever kind, whether based on contract, negligence, strict liability, or statutory liability, including, without limitation, expenses or losses including death, personal injury, illness or property damage reasonable attorneys’ fees and cost of defense arising directly or indirectly (a) out of use by or related in any way to the Company production or its transferees sale of inventions licensed or information furnished NANOBODY PRODUCT under this License Agreement or (b) out Agreement. RCT shall ensure that Licensee is promptly notified of any usesuch claims in which it intends to invoke this Article 7. RCT and its employees shall cooperate fully with Licensee and its legal representatives in the investigation and defense of any action, sale claim or other disposition liability covered by this indemnification. The foregoing indemnity shall not apply to the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined extent any such liability is attributable solely to be the result of Licensor's negligence or wilful misconductwillful misconduct of RCT in connection with the production or sale of such NANOBODY PRODUCT. 7.3. The Company agrees that any sublicense agreement it enters relative to On or before the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification earlier of the Licensor as provided in this Article. 11.4 Prior date Licensee uses, sells, offers to the First Commercial Salesell, the Company or imports a NANOBODY PRODUCT, Licensee shall obtain and, thereafter throughout the term of this Agreement, and for a period of […***…] after termination of this Agreement, maintain products in force, product liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be other insurance coverages typically carried by entities engaged in an amount which is Licensee’s business in amounts not less than one million dollars […***…] U.S. Dollars ($1,000,000US$[…***…]) per accident or occurrence. The parties agree Such insurance policies shall name the Indemnitees as additional insureds as respects this Agreement. Such policies shall provide or be endorsed to provide that adequate evidence such insurance is primary and any other insurance carried by any of the required coverage has or will Indemnitees shall be provided by excess and not contributing with the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.insurance required

Limitation of Liability; Indemnity. 11.1 The 10.1 Other than as set forth in Article 2 hereof, the Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Other than as set forth in Article 2, the Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 10.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 10.3 The Company agrees to defend, indemnify and hold the Licensor harmless from and against all liability, demands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage (each a "Claim") arising directly or indirectly indirectly: (a) out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, except to the extent, in each case which are not judicially determined to be such case, that such Claim results from or arises out of the result of Licensor's negligence gross negligence, recklessness or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee sublicensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior to the First Commercial Sale, the (a) The Company shall obtain and maintain products carry in full force and effect commercial, general liability insurance covering insurance, at such time when the risk of claimCompany has developed Licensed Products for sale, liabilities, expenses which shall protect the Company and judgments for which it has agreed to indemnify the Licensor pursuant with respect to events covered by paragraph 11.3 hereof10.3 above. Coverage Such insurance shall be in written by a reputable insurance company, shall list the Licensor as an amount which is additional named insured thereunder, shall be endorsed to include product liability coverage and shall require thirty (30) days written notice to be given to the Licensor prior to any cancellation or material change thereof. The limits of such insurance shall not be less than one million *** dollars ($1,000,000***) per occurrenceoccurrence with an aggregate of *** dollars ($***) for personal injury or death, and *** dollars ($***) per occurrence with an aggregate of *** dollars ($***) for property damage. The parties agree Company shall provide the Licensor with Certificates of Insurance evidencing the same. (b) Notwithstanding the foregoing, if the requirements of this paragraph 10.4 are not consistent with general industry norms or good business practices at the time, the Licensor agrees to negotiate in good faith to modify this paragraph 10.4; provided, however, that adequate evidence if the Company, using good-faith reasonable efforts, cannot obtain the insurance required by this paragraph 10.4 at rates that are prudent given the Company's financial position as determined by the Board of Directors of the Company at the time such insurance is required coverage has or will be provided then the Licensor agrees to waive the requirements of this paragraph 10.4 until a determination by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and Board of Directors of the Company agrees that the Company's financial position permits it to keep said office informed of any changes in coverage or carriersobtain the insurance required by this paragraph 10.4. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission.

Limitation of Liability; Indemnity. 11.1 The Intellectual Property is provided to Licensee "As Is." Licensor disclaims any express or implied warranty, including non-infringement, with respect to the Intellectual Property. In no event shall Licensor be liable for any matter whatsoever relating to the use of the Intellectual Property by Licensee or any assignee or sublicensee of licenseE. Licensee shall indemnify, defend and hold harmless Licensor, by this License Agreementits past and present affiliates, makes no representations or warranties as to the validity and/or breadth subsidiaries, other related companies, licensees and properties, and each of the inventions contained in the Patent Rights foregoing entities' respective past and the Company so acknowledges. The Licensorpresent employees, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for representatives, directors, officers, partners and agents (each, a particular purpose. 11.2 EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN"Licensor Indemnitee"), THE LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 The Company agrees to defend, indemnify and hold the Licensor harmless from and against any and all liabilitycosts, demandsliabilities and expenses, damagesincluding, including without limitation, expenses interest, penalties, attorney and third party fees, and all amounts paid in the investigation, defense and/or settlement of any claim, action or losses including deathproceeding (collectively, personal injury"Expenses"), illness that relate to the provision or property damage arising directly promotion of goods or indirectly services by any Licensee, or assignee or sublicensee of Licensee, under any Intellectual Property, notwithstanding any approval which may have been given by Licensor with respect to the provision or promotion of such goods or services; provided, however, that Licensee shall have no obligation to indemnify, defend and hold harmless any Licensor Indemnitee from any Expenses resulting from any claim of any third party that the use of such Intellectual Property is infringing upon such third party's proprietary rights, unless such claim of infringement arises from Licensee's failure to comply with the terms of this Agreement. If any claim or action is asserted against Licensor that would entitle Licensor to indemnification, the indemnification provisions in that certain Distribution Agreement, dated as of December 31, 1998, between Licensor and Licensee (athe "Distribution Agreement") out shall govern. Licensee shall provide Licensor with prompt written notice of any unauthorized uses by third parties of any Intellectual Property, or of confusingly similar or diluting trademarks, service marks, trade names, terms or designs, which come to the attention of Licensee. Licensor shall have the right, in its sole discretion, to commence infringement or unfair competition actions regarding any unauthorized use by third parties of the Company Intellectual Property or any confusingly similar or diluting devices. Licensee shall cooperate with and assist Licensor in its transferees of inventions licensed or information furnished under this License Agreement or (b) out investigation and prosecution of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's negligence or wilful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior to the First Commercial Sale, the Company shall obtain and maintain products liability insurance covering the risk of claim, liabilities, expenses and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereofforegoing. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriers.4 5

Limitation of Liability; Indemnity. 11.1 The Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. The Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose. 11.2 10.1 EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED HEREINSET FORTH IN THIS AGREEMENT, THE LICENSOR DOES NOT MAKE, MAKES NO REPRESENTATIONS AND EXPRESSLY DISCLAIMS EXTENDS NO WARRANTIES OF ANY WARRANTIESKIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTENINCLUDING, AS TO ANY MATTER WHATSOEVERBUT NOT LIMITED TO, INCLUDING MERCHANTABILITY OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENTED RIGHTS CLAIMS, ISSUED OR PENDING. 11.3 10.2 Nothing in this Agreement should be construed as: 10.2.1 A warranty or representation by Licensor as to the validity or scope of any Patent Rights; 10.2.2 A warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; or 10.2.3 A requirement that Licensor shall file any patent application, secure any patent, or maintain any patent, including without limitation any Licensed Patents, in force. 10.3 The Company agrees to defend, indemnify and hold the Licensor harmless from and against all liability, demands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage arising directly or indirectly indirectly: (a) out of use by the Company or its transferees of inventions licensed or information furnished under this License Agreement or (b) out of any use, sale or other disposition by the Company or its transferees of Patent Rights, Licensed Products or Licensed Processes, in each case which are not judicially determined to be the result of Licensor's ’s negligence or wilful willful misconduct. The Company agrees that any sublicense agreement it enters relative to the Licensed Products and/or Licensed Processes shall contain a covenant by such sub-licensee providing for the indemnification of the Licensor as provided in this Article. 11.4 Prior . The Licensor agrees to the First Commercial Saledefend, the indemnify and hold Company shall obtain harmless from and maintain products liability insurance covering the risk of claimagainst all liability, liabilitiesdemands, damages, including without limitation, expenses or losses including death, personal injury, illness or property damage arising directly or indirectly out of a negligent or willful act of Licensor including pertaining to clinical evaluations of Licensed Compounds, Processes and judgments for which it has agreed to indemnify the Licensor pursuant to paragraph 11.3 hereof. Coverage shall be in an amount which is not less than one million dollars ($1,000,000) per occurrence. The parties agree that adequate evidence of the required coverage has or will be provided by the Company to the Licensor at: Penn State Intellectual Property Office, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, XX 00000-0000, and the Company agrees to keep said office informed of any changes in coverage or carriersProducts.