Common use of Limitations on Indemnified Costs Clause in Contracts

Limitations on Indemnified Costs. (a) Notwithstanding anything to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, no Indemnifying Party shall have any Liability for any Loss under Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations) or Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)), as applicable, (i) unless and until such Loss (or series of related Losses) equals or exceeds $15,000 (the “De Minimis Amount”), it being understood that if such Loss (or series of related Losses) does not exceed the De Minimis Amount, such Loss (or series of related Losses) shall not be applied to or considered for purposes of calculating the aggregate amount of Losses incurred by any Indemnified Parties pursuant to the immediately following clause (ii); and (ii) unless the aggregate amount of all Losses incurred by the Immedica Indemnified Parties under Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations) or the Aeglea Indemnified Parties under Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)), as applicable, exceeds $300,000 (the “Basket”), it being understood that if such Losses exceed the Basket, the applicable Indemnifying Party shall be obligated for only the Losses of the applicable Indemnified Parties in excess of the Basket. (b) Notwithstanding anything to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, (i) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2 (except for Sections 7.2(b) and 7.2(d), and except for Section 7.2(a) with respect to Fundamental Representations, IP Representations and the representations and warranties contained in Section 4.8(a)) shall not exceed $1,800,000 plus 15% of the aggregate Milestone Payments received or that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (ii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2(a) with respect to the representations and warranties contained in Section 4.8(a) shall not exceed $2,400,000 plus 20% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2(a) with respect to IP Representations shall not exceed $3,600,000 plus 30% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iv) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for all Losses under Section 7.2(a) with respect to Fundamental Representations, Section 7.2(b) and Section 7.2(d) shall not exceed the Initial Payment plus 100% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off. (c) Aeglea agrees that if a Third-Party Claim is made against an Immedica Indemnified Party concerning an Excluded Asset or Excluded Liability, Aeglea shall, at its sole cost and expense, (i) communicate to the Person making such Third-Party Claim that Aeglea (rather than such Immedica Indemnified Party) is responsible for or otherwise liable in respect of such Excluded Asset or Excluded Liability (and otherwise acknowledge that Aeglea rather than such Immedica Indemnified Party is the appropriate party in interest) and (ii) use commercially reasonable efforts to cause such Immedica Indemnified Party to be released or otherwise dismissed from such Third-Party Claim and any related Legal Proceeding. (d) With respect to any Milestone Set-Off pursuant to Section 1.2(e) (and subject to the limitations set forth in Sections 7.5(a) and 7.5(b) and the terms of Section 1.2(e)), if at the time any Milestone Payment is due and payable (or any portion of the Specified Patents Holdback Amount continues to be held back in accordance with Section 1.2(f)), there shall be any outstanding Indemnification Claim delivered in accordance with Section 7.4, the amount of Losses with respect to which shall not have been finally determined in accordance with this Article VII, then Immedica shall be entitled, but shall not be required, to withhold from such Available Remedy Amount, the amount of Losses the applicable Immedica Indemnified Party reasonably estimates to be subject to such Indemnification Claim. If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to be less than the amount withheld from such Available Remedy Amount, then Immedica shall promptly, and in any event within five (5) Business Days following the final determination of the amount of such Losses, deliver the difference to Aeglea by wire transfer of immediately available funds to an account designated in writing by Aeglea (provided that no amount set off against the Specified Patents Holdback Amount shall be required to be so delivered to Aeglea unless, prior to such time, the Specified Patents Holdback Amount was required to be released to Aeglea in accordance with the last sentence of Section 1.2(f)). If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to exceed the amount by which such Available Remedy Amount was reduced for such claim, then Immedica shall continue to be entitled to indemnification for the amount of such excess subject to the terms and conditions of this Article VII. (e) In no event shall any Indemnifying Party have Liability to any Indemnified Party for any consequential, special, incidental, indirect, punitive or exemplary damages, except, in each case of the foregoing damages, to the extent (i) any of the foregoing are payable to a Third Party pursuant to a Third-Party Claim, (ii) in the case of consequential or indirect damages, to the extent such damages are the reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, (iii) arising under Section 7.2(d) or (iv) any of the foregoing arise as a result of intentional fraud or willful misconduct by the Indemnifying Party. No Indemnified Party shall be entitled to recover from an Indemnifying Party more than once in respect of Losses resulting from a single or series of related claims. Any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of state of facts giving rise to such Liability constituting a breach of more than one representation, warranty, covenant or agreement. (f) The amount of any and all Losses under this Article VII shall be determined net of (i) any Tax benefit actually realized by the applicable Indemnified Parties in the form of Tax refunds received or a reduction of Taxes otherwise owed in the taxable year of such Losses, and (ii) any insurance proceeds actually received by the applicable Indemnified Parties in connection with the facts giving rise to the right of indemnification (net of any costs of recovery, deductibles or increased premiums as a result of paying such insurance claims), it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made. The Parties shall make commercially reasonable efforts to mitigate any Losses subject to an Indemnification Claim in accordance with applicable Law; provided, that (A) no Party is required to bring any suit, action or proceeding in connection with such mitigation and (B) any Liability of any Indemnifying Party under this Agreement for Losses suffered or incurred by the Indemnified Party shall include the reasonable costs and expenses suffered or incurred by the Indemnified Party in performing its mitigation obligations hereunder.

Limitations on Indemnified Costs. (a) Notwithstanding anything to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, no Indemnifying Party shall have any Liability for any Loss under Section ‎Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations) or Section ‎Section 7.3(a) (other than in respect of the representations and warranties contained in Section ‎Section 5.1, Section ‎Section 5.2 and Section ‎Section 5.3(i)), as applicable, (i) unless and until such Loss (or series of related Losses) equals or exceeds $15,000 (the “De Minimis Amount”), it being understood that if such Loss (or series of related Losses) does not exceed the De Minimis Amount, such Loss (or series of related Losses) shall not be applied to or considered for purposes of calculating the aggregate amount of Losses incurred by any Indemnified Parties pursuant to the immediately following clause (ii); and (ii) unless the aggregate amount of all Losses incurred by the Immedica Indemnified Parties under Section ‎Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations) or the Aeglea Indemnified Parties under Section ‎Section 7.3(a) (other than in respect of the representations and warranties contained in Section ‎Section 5.1, Section ‎Section 5.2 and Section ‎Section 5.3(i)), as applicable, exceeds $300,000 (the “Basket”), it being understood that if such Losses exceed the Basket, the applicable Indemnifying Party shall be obligated for only the Losses of the applicable Indemnified Parties in excess of the Basket. (b) Notwithstanding anything to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, (i) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section ‎Section 7.2 (except for Sections 7.2(b‎7.2(b) and 7.2(d‎7.2(d), and except for Section ‎Section 7.2(a) with respect to Fundamental Representations, IP Representations and the representations and warranties contained in Section ‎Section 4.8(a)) shall not exceed $1,800,000 plus 15% of the aggregate Milestone Payments received or that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (ii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section ‎Section 7.2(a) with respect to the representations and warranties contained in Section ‎Section 4.8(a) shall not exceed $2,400,000 plus 20% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section ‎Section 7.2(a) with respect to IP Representations shall not exceed $3,600,000 plus 30% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iv) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for all Losses under Section ‎Section 7.2(a) with respect to Fundamental Representations, Section 7.2(b‎7.2(b) and Section 7.2(d‎7.2(d) shall not exceed the Initial Payment plus 100% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off. (c) Aeglea agrees that if a Third-Party Claim is made against an Immedica Indemnified Party concerning an Excluded Asset or Excluded Liability, Aeglea shall, at its sole cost and expense, (i) communicate to the Person making such Third-Party Claim that Aeglea (rather than such Immedica Indemnified Party) is responsible for or otherwise liable in respect of such Excluded Asset or Excluded Liability (and otherwise acknowledge that Aeglea rather than such Immedica Indemnified Party is the appropriate party in interest) and (ii) use commercially reasonable efforts to cause such Immedica Indemnified Party to be released or otherwise dismissed from such Third-Party Claim and any related Legal Proceeding. (d) With respect to any Milestone Set-Off pursuant to Section ‎Section 1.2(e) (and subject to the limitations set forth in Sections 7.5(a‎7.5(a) and 7.5(b‎7.5(b) and the terms of Section ‎Section 1.2(e)), if at the time any Milestone Payment is due and payable (or any portion of the Specified Patents Holdback Amount continues to be held back in accordance with Section ‎Section 1.2(f)), there shall be any outstanding Indemnification Claim delivered in accordance with Section ‎Section 7.4, the amount of Losses with respect to which shall not have been finally determined in accordance with this Article VII‎VII, then Immedica shall be entitled, but shall not be required, to withhold from such Available Remedy Amount, the amount of Losses the applicable Immedica Indemnified Party reasonably estimates to be subject to such Indemnification Claim. If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII ‎VII to be less than the amount withheld from such Available Remedy Amount, then Immedica shall promptly, and in any event within five (5) Business Days following the final determination of the amount of such Losses, deliver the difference to Aeglea by wire transfer of immediately available funds to an account designated in writing by Aeglea (provided that no amount set off against the Specified Patents Holdback Amount shall be required to be so delivered to Aeglea unless, prior to such time, the Specified Patents Holdback Amount was required to be released to Aeglea in accordance with the last sentence of Section ‎Section 1.2(f)). If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII ‎VII to exceed the amount by which such Available Remedy Amount was reduced for such claim, then Immedica shall continue to be entitled to indemnification for the amount of such excess subject to the terms and conditions of this Article VII‎VII. (e) In no event shall any Indemnifying Party have Liability to any Indemnified Party for any consequential, special, incidental, indirect, punitive or exemplary damages, except, in each case of the foregoing damages, to the extent (i) any of the foregoing are payable to a Third Party pursuant to a Third-Party Claim, (ii) in the case of consequential or indirect damages, to the extent such damages are the reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, (iii) arising under Section ‎Section 7.2(d) or (iv) any of the foregoing arise as a result of intentional fraud or willful misconduct by the Indemnifying Party. No Indemnified Party shall be entitled to recover from an Indemnifying Party more than once in respect of Losses resulting from a single or series of related claims. Any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of state of facts giving rise to such Liability constituting a breach of more than one representation, warranty, covenant or agreement. (f) The amount of any and all Losses under this Article VII ‎VII shall be determined net of (i) any Tax benefit actually realized by the applicable Indemnified Parties in the form of Tax refunds received or a reduction of Taxes otherwise owed in the taxable year of such Losses, and (ii) any insurance proceeds actually received by the applicable Indemnified Parties in connection with the facts giving rise to the right of indemnification (net of any costs of recovery, deductibles or increased premiums as a result of paying such insurance claims), it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made. The Parties shall make commercially reasonable efforts to mitigate any Losses subject to an Indemnification Claim in accordance with applicable Law; provided, that (A) no Party is required to bring any suit, action or proceeding in connection with such mitigation and (B) any Liability of any Indemnifying Party under this Agreement for Losses suffered or incurred by the Indemnified Party shall include the reasonable costs and expenses suffered or incurred by the Indemnified Party in performing its mitigation obligations hereunder.

Limitations on Indemnified Costs. (ai) Notwithstanding anything any other provision of this Article VIII, in no event shall Sellers be liable to indemnify the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, no Indemnifying Party shall have any Liability Purchaser Indemnified Parties for any Loss Indemnity Losses arising under Section 7.2(a8.01(a) (other than in respect of the Fundamental Representations or the IP Representations) Indemnity Losses arising under Section 4.01, Section 4.02, Section 4.07, Section 4.08, Section 4.20, Section 4.21, Section 4.25 or Section 7.3(a) (other than in respect 4.26, or Indemnity Losses based upon actual fraud on the part of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)), as applicable, (iany Seller) unless and until such Loss (or series of related Losses) equals or exceeds $15,000 (the “De Minimis Amount”), it being understood that if such Loss (or series of related Losses) does not exceed the De Minimis Amount, such Loss (or series of related Losses) shall not be applied to or considered for purposes of calculating the aggregate amount of Losses incurred by any Indemnified Parties pursuant to the immediately following clause (ii); and (ii) unless the aggregate amount of all such Indemnity Losses incurred by for which the Immedica Purchaser Indemnified Parties would otherwise be entitled to indemnification pursuant to this Article VIII exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Aggregate Minimum Loss”). After the Aggregate Minimum Loss is exceeded, the Purchaser Indemnified Parties shall be entitled to be paid the amount of all Indemnity Losses arising under Section 7.2(a8.01(a) in excess of the Aggregate Minimum Loss, subject to the limitations on recovery and recourse set forth herein. In no event shall Sellers be liable to indemnify the Purchaser Indemnified Parties for Indemnity Losses arising under Section 8.01(a) (other than in respect of the Fundamental Representations or the IP Representations) or the Aeglea Indemnified Parties Indemnity Losses arising under Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.14.01, Section 5.2 and 4.02, Section 5.3(i))4.07, as applicableSection 4.08, exceeds $300,000 Section 4.20, Section 4.21, Section 4.25 or Section 4.26, or Indemnity Losses based upon actual fraud on the part of any Seller) in the aggregate in excess of an amount equal to the Purchase Price actually paid by Purchaser (the “BasketCap”), it being understood that if such Losses exceed the Basket, the applicable Indemnifying Party shall be obligated for only the Losses of the applicable Indemnified Parties in excess of the Basket. (b) . Notwithstanding anything set forth herein, in no event shall the Aggregate Minimum Loss or the Cap apply to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, (i) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss Indemnity Losses arising under Section 7.2 (except for Sections 7.2(b) and 7.2(d8.01(b), and except for Section 7.2(a8.01(c), Section 8.01(d) or Section 8.01(e) (unless, with respect to Fundamental RepresentationsSection 8.01(e), IP Representations and the representations and warranties contained in Section 4.8(a)) shall not exceed $1,800,000 plus 15% of the aggregate Milestone Payments received or that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (ii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss such Indemnity Losses arising under Section 7.2(a8.01(e) with respect relate to the representations and warranties contained in Section 4.8(a) shall not exceed $2,400,000 plus 20% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss an indemnification claim under Section 7.2(a) 8.01(a)). Prior to and in conjunction with respect seeking indemnification, Purchaser hereby agrees that after becoming aware of any event that could reasonably be expected to IP Representations shall not exceed $3,600,000 plus 30% of the aggregate Milestone Payments that become payable give rise to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iv) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties a claim for all Losses indemnity under Section 7.2(a) with respect to Fundamental Representations8.01, Section 7.2(b) and Section 7.2(d) Purchaser shall not exceed the Initial Payment plus 100% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off. (c) Aeglea agrees that if a Third-Party Claim is made against an Immedica Indemnified Party concerning an Excluded Asset or Excluded Liability, Aeglea shall, at its sole cost and expense, (i) communicate to the Person making such Third-Party Claim that Aeglea (rather than such Immedica Indemnified Party) is responsible for or otherwise liable in respect of such Excluded Asset or Excluded Liability (and otherwise acknowledge that Aeglea rather than such Immedica Indemnified Party is the appropriate party in interest) and (ii) use commercially reasonable efforts to cause mitigate and minimize the amount of Indemnity Losses for which it may be entitled to indemnification hereunder with respect thereto; provided, however, that Purchaser shall not be required to take such Immedica Indemnified Party mitigating actions as a precondition to be released Sellers’ obligation to pay a claim as required by this Article VIII or otherwise dismissed from such Third-Party Claim and any related Legal Proceedingotherwise. (dii) With respect Notwithstanding any other provision of this Article VIII, in no event shall Purchaser be liable to any Milestone Set-Off indemnify the Seller Indemnified Parties for Indemnity Losses arising under Section 8.02(a) (other than Indemnity Losses arising under Section 5.01, Section 5.02, or Section 5.05, or Indemnity Losses based upon actual fraud on the part of the Purchaser) unless and until the aggregate amount of all such Indemnity Losses for which the Seller Indemnified Parties would otherwise be entitled to indemnification pursuant to this Article VIII exceeds the Aggregate Minimum Loss. After the Aggregate Minimum Loss is exceeded, the Seller Indemnified Parties shall be entitled to be paid the amount of all Indemnity Losses arising under Section 1.2(e8.02(a) (and in excess of the Aggregate Minimum Loss, subject to the limitations on recovery and recourse set forth in Sections 7.5(a) and 7.5(b) and the terms of Section 1.2(e)), if at the time any Milestone Payment is due and payable (or any portion of the Specified Patents Holdback Amount continues to be held back in accordance with Section 1.2(f)), there shall be any outstanding Indemnification Claim delivered in accordance with Section 7.4, the amount of Losses with respect to which shall not have been finally determined in accordance with this Article VII, then Immedica shall be entitled, but shall not be required, to withhold from such Available Remedy Amount, the amount of Losses the applicable Immedica Indemnified Party reasonably estimates to be subject to such Indemnification Claimherein. If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to be less than the amount withheld from such Available Remedy Amount, then Immedica shall promptly, and in any event within five (5) Business Days following the final determination of the amount of such Losses, deliver the difference to Aeglea by wire transfer of immediately available funds to an account designated in writing by Aeglea (provided that no amount set off against the Specified Patents Holdback Amount shall be required to be so delivered to Aeglea unless, prior to such time, the Specified Patents Holdback Amount was required to be released to Aeglea in accordance with the last sentence of Section 1.2(f)). If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to exceed the amount by which such Available Remedy Amount was reduced for such claim, then Immedica shall continue to be entitled to indemnification for the amount of such excess subject to the terms and conditions of this Article VII. (e) In no event shall any Indemnifying Party have Liability Purchaser be liable to any indemnify the Seller Indemnified Party Parties for any consequentialIndemnity Losses arising under Section 8.02(a) (other than Indemnity Losses arising under Section 5.01, specialSection 5.02, incidentalor Section 5.05, indirect, punitive or exemplary damages, except, in each case Indemnity Losses based upon actual fraud on the part of the foregoing damages, to the extent (i) any of the foregoing are payable to a Third Party pursuant to a Third-Party Claim, (iiPurchaser) in the case aggregate in excess of consequential or indirect damages, an amount equal to the extent such damages are Cap. Notwithstanding anything set forth herein, in no event shall the reasonably foreseeable result of the event that gave rise thereto Aggregate Minimum Loss or the matter for which indemnification is sought hereunder, (iii) Cap apply to Indemnity Losses arising under Section 7.2(d8.02(b), Section 8.02(c), Section 8.02(d), Section 8.02(e) or Section 8.02(f) (ivunless, with respect to Section 8.02(f), such Indemnity Losses arising under Section 8.02(f) relate to an indemnification claim under Section 8.02(a)). Prior to and in conjunction with seeking indemnification, Sellers hereby agree that after becoming aware of any of the foregoing arise as a result of intentional fraud or willful misconduct by the Indemnifying Party. No Indemnified Party shall event that could reasonably be entitled expected to recover from an Indemnifying Party more than once in respect of Losses resulting from a single or series of related claims. Any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of state of facts giving give rise to such Liability constituting a breach of more than one representationclaim for indemnity under Section 8.02, warranty, covenant or agreement. (f) The amount of any and all Losses under this Article VII Sellers shall be determined net of (i) any Tax benefit actually realized by the applicable Indemnified Parties in the form of Tax refunds received or a reduction of Taxes otherwise owed in the taxable year of such Losses, and (ii) any insurance proceeds actually received by the applicable Indemnified Parties in connection with the facts giving rise to the right of indemnification (net of any costs of recovery, deductibles or increased premiums as a result of paying such insurance claims), it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made. The Parties shall make use commercially reasonable efforts to mitigate any and minimize the amount of Indemnity Losses subject for which they may be entitled to an Indemnification Claim in accordance indemnification hereunder with applicable Lawrespect thereto; provided, however, that (A) no Party is Sellers shall not be required to bring any suit, action take such mitigating actions as a precondition to Purchaser’s obligation to pay a claim as required by this Article VIII or proceeding in connection with such mitigation and (B) any Liability of any Indemnifying Party under this Agreement for Losses suffered or incurred by the Indemnified Party shall include the reasonable costs and expenses suffered or incurred by the Indemnified Party in performing its mitigation obligations hereunderotherwise.

Limitations on Indemnified Costs. (a) Notwithstanding anything to the contrary in this Agreement, with the exception of a breach of any Fundamental Representation, intentional fraud and willful misconduct, no Indemnifying Party shall have any Liability for any Loss under Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations9.2(a) or Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)9.3(a), as applicable, (i) unless and until such Loss (or series of related Losses) equals or exceeds $15,000 exceeds[***] (the “De Minimis Amount”), it being understood that if such Loss (or series of related Losses) does not exceed the De Minimis Amount, such Loss (or series of related Losses) shall not be applied to or considered for purposes of calculating the aggregate amount of Losses incurred by any Indemnified Parties [***] pursuant to the immediately following clause (ii); and (ii) unless the aggregate amount of all Losses incurred by the Immedica Spinco Indemnified Parties under Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations9.2(a) or the Aeglea AZ Indemnified Parties under Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)9.3(a), as applicable, exceeds $300,000 [***] (the “Basket”), it being understood that if such Losses exceed the Basket, the applicable Indemnifying Party shall be obligated for only the Losses of the applicable Indemnified Parties in excess of the Basket[***]. (b) Notwithstanding Subject to Section 9.5(a), notwithstanding anything to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, (i) AegleaMedi LLC’s maximum aggregate Liability to the Immedica Spinco Indemnified Parties for any Loss under Section 7.2 9.2(a) (except for Sections 7.2(b) and 7.2(d), and except for Section 7.2(a) other than in connection with respect to any inaccuracy or breach of any Fundamental Representations, IP Representations and the representations and warranties contained in Section 4.8(a)Representation) shall not exceed $1,800,000 plus 15% of the aggregate Milestone Payments received or that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (ii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2(a) with respect to the representations and warranties contained in Section 4.8(a) shall not exceed $2,400,000 plus 20% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2(a) with respect to IP Representations shall not exceed $3,600,000 plus 30% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iv) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for all Losses under Section 7.2(a) with respect to Fundamental Representations, Section 7.2(b) and Section 7.2(d) shall not exceed the Initial Payment plus 100% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off[***]. (c) Aeglea agrees that if a Third-Party Claim is made against an Immedica Indemnified Party concerning an Excluded Asset or Excluded Liability, Aeglea shall, at its sole cost and expense, (i) communicate to the Person making such Third-Party Claim that Aeglea (rather than such Immedica Indemnified Party) is responsible for or otherwise liable in respect of such Excluded Asset or Excluded Liability (and otherwise acknowledge that Aeglea rather than such Immedica Indemnified Party is the appropriate party in interest) and (ii) use commercially reasonable efforts to cause such Immedica Indemnified Party to be released or otherwise dismissed from such Third-Party Claim and any related Legal Proceeding. (d) With respect to any Milestone Set-Off pursuant to Section 1.2(e) (and subject to the limitations set forth in Sections 7.5(a) and 7.5(b) and the terms of Section 1.2(e)), if at the time any Milestone Payment is due and payable (or any portion of the Specified Patents Holdback Amount continues to be held back in accordance with Section 1.2(f)), there shall be any outstanding Indemnification Claim delivered in accordance with Section 7.4, the amount of Losses with respect to which shall not have been finally determined in accordance with this Article VII, then Immedica shall be entitled, but shall not be required, to withhold from such Available Remedy Amount, the amount of Losses the applicable Immedica Indemnified Party reasonably estimates to be subject to such Indemnification Claim. If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to be less than the amount withheld from such Available Remedy Amount, then Immedica shall promptly, and in any event within five (5) Business Days following the final determination of the amount of such Losses, deliver the difference to Aeglea by wire transfer of immediately available funds to an account designated in writing by Aeglea (provided that no amount set off against the Specified Patents Holdback Amount shall be required to be so delivered to Aeglea unless, prior to such time, the Specified Patents Holdback Amount was required to be released to Aeglea in accordance with the last sentence of Section 1.2(f)). If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to exceed the amount by which such Available Remedy Amount was reduced for such claim, then Immedica shall continue to be entitled to indemnification for the amount of such excess subject to the terms and conditions of this Article VII. (e) In no event shall any Indemnifying Party have Liability to any Indemnified Party for any consequential, special, incidental, indirect, punitive or exemplary damages, except, in each case of the foregoing damages, to the extent (i) any of the foregoing are payable to a Third Party pursuant to a Third-Third Party Claim, (ii) in the case of consequential Claim or indirect damages, to the extent such damages are the reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, (iii) arising under Section 7.2(d) or (iv) any of the foregoing arise as a result of intentional fraud or willful misconduct by the Indemnifying Party. No Indemnified Party shall be entitled to recover from an Indemnifying Party more than once in respect of Losses resulting from a single or series of related claimsclaims (whether under this Agreement or any other Transaction Agreement). Any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of state of facts giving rise to such Liability constituting a breach of more than one representation, warranty, covenant or agreement. (fd) The amount of any and all Losses under this Article VII IX shall be determined net of (i) any Tax benefit actually realized by the applicable Indemnified Parties in the form of Tax refunds received or a reduction of Taxes otherwise owed in the taxable year of such Losses, and (ii) any insurance proceeds actually received by the applicable Indemnified Parties in connection with the facts giving rise to the right of indemnification (net of any costs of recovery, deductibles or increased premiums as a result of paying such insurance claims), it being agreed that if third-third party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made. The Parties shall make commercially reasonable efforts to mitigate any Losses subject to an Indemnification Claim. Upon making any payment to an Indemnified Party for any Indemnification Claim in accordance with applicable Law; providedpursuant to this Article IX, that (A) no Party is required to bring any suit, action or proceeding in connection with such mitigation and (B) any Liability of any the Indemnifying Party under this Agreement for Losses suffered or incurred by shall be subrogated, to the extent of such payment, to any and all rights that the Indemnified Party may have against any Third Parties with respect to the subject matter underlying such Indemnification Claim, and the Indemnified Party shall include assign any and all such rights to the reasonable Indemnifying Party. (e) Notwithstanding anything to the contrary set forth herein, any amounts paid, or out-of-pocket costs incurred by, Medi LLC pursuant to this Article IX shall be allocated among the AZ Parties in the same proportion as the Purchase Price is being allocated among the AZ Parties pursuant to Section 1.1 and expenses suffered or incurred by the Indemnified Party in performing its mitigation obligations hereunderMedi Ltd and AZCV shall promptly reimburse Medi LLC accordingly.

Limitations on Indemnified Costs. The Indemnifying Party shall not be required to indemnify the Claimant for Indemnity Losses arising under Section 7.01(a) or Section 7.02(a), as applicable (aother than Indemnity Losses arising from a breach of any representation contained in Sections 4.04 (Title to Assets), 4.08 (Tax Matters) Notwithstanding anything to the contrary in this Agreementor 4.24 (Broker's and Finder's Fees) or based upon fraud, with the exception of intentional fraud and willful misconduct, intentional misrepresentation or criminal activity on the part of Purchaser, Seller or Holdings), unless and until the aggregate amount of such Indemnity Losses for which the Claimant is otherwise entitled to indemnification pursuant to this Article VII exceeds an amount equal to Five Thousand Dollars ($5,000) (the "Indemnification Basket"). After the Indemnification Basket is exceeded, the Claimant shall be entitled to be paid the amount of all Losses, including the Losses below the Indemnification Basket, subject to the limitations on recovery and recourse set forth herein. In no Indemnifying Party event shall have any Liability Seller and Holdings, collectively, on one hand, or Purchaser, on the other hand, be liable for any Loss Indemnity Losses arising under Section 7.2(a7.01(a) or Section 7.02(a), respectively (other than in respect Indemnity Losses arising from a breach of any of the Fundamental Representations or the IP Representations) or Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1Sections 4.08 or 4.14 or Indemnity Losses based upon fraud, Section 5.2 and Section 5.3(i)willful misconduct, intentional misrepresentation or criminal activity on the part of Purchaser, Seller or Holdings), as applicable, (i) unless and until such Loss (or series of related Losses) equals or exceeds $15,000 (the “De Minimis Amount”), it being understood that if such Loss (or series of related Losses) does not exceed the De Minimis Amount, such Loss (or series of related Losses) shall not be applied to or considered for purposes of calculating the aggregate amount of Losses incurred by any Indemnified Parties pursuant to the immediately following clause (ii); and (ii) unless the aggregate amount of all Losses incurred by the Immedica Indemnified Parties under Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations) or the Aeglea Indemnified Parties under Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)), as applicable, exceeds $300,000 (the “Basket”), it being understood that if such Losses exceed the Basket, the applicable Indemnifying Party shall be obligated for only the Losses of the applicable Indemnified Parties in excess of the BasketPurchase Price (the "Indemnification Cap"). (b) Notwithstanding anything to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, (i) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2 (except for Sections 7.2(b) and 7.2(d), and except for Section 7.2(a) with respect to Fundamental Representations, IP Representations and the representations and warranties contained in Section 4.8(a)) shall not exceed $1,800,000 plus 15% of the aggregate Milestone Payments received or that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (ii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2(a) with respect to the representations and warranties contained in Section 4.8(a) shall not exceed $2,400,000 plus 20% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iii) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for any Loss under Section 7.2(a) with respect to IP Representations shall not exceed $3,600,000 plus 30% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off); (iv) Aeglea’s maximum aggregate Liability to the Immedica Indemnified Parties for all Losses under Section 7.2(a) with respect to Fundamental Representations, Section 7.2(b) and Section 7.2(d) shall not exceed the Initial Payment plus 100% of the aggregate Milestone Payments that become payable to Aeglea (calculated prior to giving effect to any Milestone Set-Off. (c) Aeglea agrees that if a Third-Party Claim is made against an Immedica Indemnified Party concerning an Excluded Asset or Excluded Liability, Aeglea shall, at its sole cost and expense, (i) communicate to the Person making such Third-Party Claim that Aeglea (rather than such Immedica Indemnified Party) is responsible for or otherwise liable in respect of such Excluded Asset or Excluded Liability (and otherwise acknowledge that Aeglea rather than such Immedica Indemnified Party is the appropriate party in interest) and (ii) use commercially reasonable efforts to cause such Immedica Indemnified Party to be released or otherwise dismissed from such Third-Party Claim and any related Legal Proceeding. (d) With respect to any Milestone Set-Off pursuant to Section 1.2(e) (and subject to the limitations set forth in Sections 7.5(a) and 7.5(b) and the terms of Section 1.2(e)), if at the time any Milestone Payment is due and payable (or any portion of the Specified Patents Holdback Amount continues to be held back in accordance with Section 1.2(f)), there shall be any outstanding Indemnification Claim delivered in accordance with Section 7.4, the amount of Losses with respect to which shall not have been finally determined in accordance with this Article VII, then Immedica shall be entitled, but shall not be required, to withhold from such Available Remedy Amount, the amount of Losses the applicable Immedica Indemnified Party reasonably estimates to be subject to such Indemnification Claim. If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to be less than the amount withheld from such Available Remedy Amount, then Immedica shall promptly, and in any event within five (5) Business Days following the final determination of the amount of such Losses, deliver the difference to Aeglea by wire transfer of immediately available funds to an account designated in writing by Aeglea (provided that no amount set off against the Specified Patents Holdback Amount shall be required to be so delivered to Aeglea unless, prior to such time, the Specified Patents Holdback Amount was required to be released to Aeglea in accordance with the last sentence of Section 1.2(f)). If the final amount of Losses for such Indemnification Claim is determined in accordance with this Article VII to exceed the amount by which such Available Remedy Amount was reduced for such claim, then Immedica shall continue to be entitled to indemnification for the amount of such excess subject to the terms and conditions of this Article VII. (e) In no event shall any Indemnifying Party have Liability to any Indemnified Party for any consequential, special, incidental, indirect, punitive or exemplary damages, except, in each case of the foregoing damages, to the extent (i) any of the foregoing are payable to a Third Party pursuant to a Third-Party Claim, (ii) in the case of consequential or indirect damages, to the extent such damages are the reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, (iii) arising under Section 7.2(d) or (iv) any of the foregoing arise as a result of intentional fraud or willful misconduct by the Indemnifying Party. No Indemnified Party shall be entitled to recover from an Indemnifying Party more than once in respect of Losses resulting from a single or series of related claims. Any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of state of facts giving rise to such Liability constituting a breach of more than one representation, warranty, covenant or agreement. (f) The amount of any and all Losses under this Article VII shall be determined net of (i) any Tax benefit actually realized by the applicable Indemnified Parties in the form of Tax refunds received or a reduction of Taxes otherwise owed in the taxable year of such Losses, and (ii) any insurance proceeds actually received by the applicable Indemnified Parties in connection with the facts giving rise to the right of indemnification (net of any costs of recovery, deductibles or increased premiums as a result of paying such insurance claims), it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made. The Parties shall make commercially reasonable efforts to mitigate any Losses subject to an Indemnification Claim in accordance with applicable Law; provided, that (A) no Party is required to bring any suit, action or proceeding in connection with such mitigation and (B) any Liability of any Indemnifying Party under this Agreement for Losses suffered or incurred by the Indemnified Party shall include the reasonable costs and expenses suffered or incurred by the Indemnified Party in performing its mitigation obligations hereunder.