Common use of NEGATION OF WARRANTIES AND INDEMNIFICATION Clause in Contracts

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE MATERIALS OR SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, its directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials Materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights LICENSED PATENT RIGHTS and makes no representations whatsoever with regard to the scope of the Licensed Patent RightsLICENSED PATENT RIGHTS, or that the Licensed Patent Rights LICENSED PATENT RIGHTS may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent RightsLICENSED PATENT RIGHTS. 12.05 Licensee LICENSEE shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of LicenseeLICENSEE, its sublicensees, directors, employees, or third parties of any Licensed Patent RightsLICENSED PATENT RIGHTS; or b) the design, manufacture, distribution, or use of any Licensed ProductsLICENSED PRODUCTS, Licensed Processes LICENSED PROCESSES or materials by LicenseeLICENSEE, or other products or processes developed in connection with or arising out of the Licensed Patent RightsLICENSED PATENT RIGHTS. Licensee LICENSEE agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; , or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights LICENSED PATENT RIGHTS and makes no representations whatsoever with regard to the scope of the Licensed Patent RightsLICENSED PATENT RIGHTS, or that the Licensed Patent Rights LICENSED PATENT RIGHTS may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER OR DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent RightsLICENSED PATENT RIGHTS. 12.05 Licensee LICENSEE shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of LicenseeLICENSEE, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; LICENSED PATENT RIGHTS, or b) the design, manufacture, distribution, or use of any Licensed ProductsLICENSED PRODUCTS, Licensed Processes LICENSED PROCESSES or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent RightsLICENSED PATENT RIGHTS. Licensee LICENSEE agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The NIH offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The NIH does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The NIH does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe NIH, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.. NIH Patent License Agreement – Exclusive

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS enters this Agreement in good faith, however PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 PHS does not represent that it It will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; , or b) the design, manufacture, distribution, or use of any Licensed Products, . Licensed Processes or materials by Licenseematerials, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or b) the design, manufacture, distribution, or use of any Licensed ProductsProduct(s), Licensed Processes Process(es) or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage damage, asserted in any claim or incurred in the defense of any claim arising in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed by Licensee in connection with or arising out of the Licensed Patent Rights. . 12.6 Notwithstanding the foregoing, the indemnity obligations of Licensee shall not apply with respect to the gross negligence or willful misconduct of PHS or its agents or employees. 12.7 Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights or Materials and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights or Materials may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY MATERIALS OR SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, any Affiliate(s), its sublicensees, directors, employees, or third parties of any Licensed Patent Rights, Licensed Products or Materials; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials Materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, directors, employees, its Sublicensees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by LicenseeLicensee or its Sublicensees, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The NIH offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The NIH does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The NIH does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe NIH, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, its directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The NIH offers no warranties other than those specified in Article 1.I. 12.02 PHS 12.2 The NIH does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The NIH does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe NIH, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, . illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS ‌ ​ 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed by Licensee or its sublicensees in connection with or arising out of the Licensed Patent Rights. Licensee agrees except to maintain a liability insurance program consistent with sound business practicethe extent arising out of the IC’s breach of this Agreement or the gross negligence or willful misconduct of the IC or any its employees, students, fellows, agents, or consultants.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; , or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licenseematerials, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or borb) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) : a. the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or b) or b. the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights Rights, and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties.. CONFIDENTIAL TREATMENT REQUESTED 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 PHS does not represent that it they will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee LICENSEE shall indemnify and hold PHS, PHS and its employees, students, fellows, agents, agents and consultants harmless from and against all liability, demands, damages, expenses, expenses and losses, including but not limited to death, personal injury, illness, illness or property damage in connection with or arising out of: of (a) the use by or on behalf of LicenseeLICENSEE, its Affiliates and sublicensees, directors, employees, employees or third parties of any Licensed Patent Rights; , or (b) the design, manufacture, distribution, distribution or use of any Licensed Products, Licensed Processes or materials by Licenseematerials, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee LICENSEE agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. PHS Patent License Agreement–Exclusive Model 10-2005 (updated 8-2010) Page 11 of 25 Oculus Innovative Sciences, Inc. Date Printed: August 17, 2011 12.6 Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 10.01 PHS offers no warranties other than those specified in Article 1. 12.02 10.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 10.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 10.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 10.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of Licensee, Licensee or its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; , or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by LicenseeProcesses, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless consultantsharmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or borb) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The NIH offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The NIH does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The NIH does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe NIH, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or any (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights.. Trinity Biotech Manufacturing Limited (1-010-05) Patent License Agreement - Non-Exclusive #A198-11 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; , or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 10.01 PHS offers no warranties other than those specified in Article 1. 12.02 10.02 PHS does not warrant the validity of the Licensed Patent Rights LICENSED PATENT RIGHTS and makes no representations whatsoever with regard to the scope of the Licensed Patent RightsLICENSED PATENT RIGHTS, or that the Licensed Patent Rights LICENSED PATENT RIGHTS may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 10.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 10.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent RightsLICENSED PATENT RIGHTS. 12.05 Licensee 10.05 LICENSEE shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of LicenseeLICENSEE, ALSO sublicensees or its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; LICENSED PATENT RIGHTS, or b) the design, manufacture, distribution, or use of any Licensed ProductsLICENSED PRODUCTS, Licensed Processes or materials by LicenseeLICENSED PROCESSES, or other products or processes developed in connection with or arising out of the Licensed Patent RightsLICENSED PATENT RIGHTS. Licensee LICENSEE agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS The NIH offers no warranties other than those expressly specified in Article 1. 12.02 PHS . The NIH does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS . THE NIH MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS OF ANY LICENSED PRODUCTS PROVIDED TO THE LICENSEE UNDER PARAGRAPH 5.1. The NIH does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 . The Licensee shall indemnify and hold PHSthe NIH, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; , or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes Products or materials by Licenseeprovided under Paragraph 5.1, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 10.01 PHS offers no warranties other than those specified in Article 1. 12.02 10.02 PHS does not warrant the validity of the Licensed Patent Rights LICENSED PATENT RIGHTS and makes no representations whatsoever with regard to the scope of the Licensed Patent RightsLICENSED PATENT RIGHTS, or that the Licensed Patent Rights LICENSED PATENT RIGHTS may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 10.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETORIGHTS. 12.04 10.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent RightsLICENSED PATENT RIGHTS. 12.05 Licensee 10.05 LICENSEE shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of Licensee, LICENSEE or its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; LICENSED PATENT RIGHTS, or b) the design, manufacture, distribution, or use of any Licensed ProductsLICENSED PRODUCTS, Licensed Processes or materials by LicenseeLICENSED PROCESSES, or other products or processes developed in connection with or arising out of the Licensed Patent RightsLICENSED PATENT RIGHTS. Licensee LICENSEE agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 10.01 PHS offers no warranties other than those specified in Article 1.l. 12.02 10.02 PHS does not warrant the validity of the Licensed Patent Rights Rights, and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 10.03 PHS MAKES MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO.of any subject matter defined by the claims of the Licensed Patent Rights 12.04 10.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee 10.05 LICENSEE shall defend, indemnify and hold PHS, PHS and its employees, students, fellows, agents, agents and consultants harmless from and against all liability, demands, damages, expenses, expenses and losses, including but not limited to death, personal injury, illness, illness or property damage in connection with or arising out of: of (a) the use by or on behalf of LicenseeLICENSEE, or its sublicensees, directors, employees, employees or third parties of any Licensed Patent Rights; , or (b) the design, manufacture, distribution, distribution or use of any Licensed Products, Licensed Processes or materials by LicenseeProcesses, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee LICENSEE agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or b) the design, manufacture, distribution, or use of any Licensed ProductsDrug, Licensed Processes Process(es) or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third partiesThird Parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO.. CONFIDENTIAL NIH Patent License Agreement–Exclusive US-DOCS\144314993.1 18 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties Third Parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicenseesSublicensees, Affiliates, directors, employees, or third parties Third Parties of any Licensed Patent RightsRights in the Licensed Fields of Use; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, its directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 Licensee agrees to maintain a liability insurance program consistent with sound business practice.. ***Redacted***CONFIDENTIAL PHS Patent License Agreement—Nonexclusive_Sublicense

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1Articles 1 and 4.01. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: of a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS offers no warranties other than those specified in Article 1Articles 1 and 4.01. 12.02 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: a) the use by or on behalf of Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The IC offers no warranties other than those specified in Article 1. 12.02 PHS 12.2 The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third partiesThird Parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO. 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties Third Parties infringing the Licensed Patent Rights. 12.05 12.5 The Licensee shall indemnify and hold PHSthe IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicenseesSublicensees, its Affiliates, or their respective directors, employees, or third parties Third Parties (on behalf of the Licensees, its Sublicensees, or Affiliates) of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials materials, by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 12.1 PHS offers no warranties other than those specified in Article 1. 12.02 12.2 PHS does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 12.3 PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO.. A-196-2011 PHS Patent License Agreement—Nonexclusive_Sublicense 12.04 12.4 PHS does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 12.5 Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of Licensee, its sublicensees, its directors, employees, or third parties of any Licensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 12.6 Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 6.1 The NIH offers no warranties other than those expressly specified in Article 1. 12.02 PHS 6.2 The NIH does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 12.03 PHS 6.3 THE NIH MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETOOF ANY LICENSED PRODUCTS PROVIDED TO THE LICENSEE UNDER PARAGRAPH 5.1. 12.04 PHS 6.4 The NIH does not represent that it will shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.05 6.5 The Licensee shall indemnify and hold PHSthe NIH, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: : (a) the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or any (b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes Products or materials by Licenseeprovided under Paragraph 5.1, or other products or processes developed in connection with or arising out of the Licensed Patent Rights. . 6.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.