Common use of NEGATION OF WARRANTIES AND INDEMNIFICATION Clause in Contracts

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.1 The NIH offers no warranties other than those specified in Article 1. NIH Patent License Agreement—Exclusive Model 10-2005 (updated 8-2012) Page 14 of 31 Final Lion Biotechnologies, Inc. February 4, 2015 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. 12.3 THE NIH MAKES NO WARRANTIES, 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. 12.4 The NIH does not represent that it shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.5 The Licensee shall indemnify and hold the 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 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. 12.1 The NIH offers no warranties other than those specified in Article 1. NIH Patent License Agreement—--Exclusive Model 10-2005 (updated 8-2012) Page 14 12 of 31 28 Final Lion Biotechnologies, Inc. February 42, 2015 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. 12.3 THE NIH MAKES NO WARRANTIES, 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. 12.4 The NIH does not represent that it shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.5 The Licensee shall indemnify and hold the 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 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. 12.1 The NIH offers no warranties other than those specified in Article 1. NIH Patent License Agreement—Exclusive Model 10-2005 (updated 8-2012) Page 14 of 31 Final Lion Biotechnologies, Inc. February 4, 2015 12.2 The NIH 8.01 Licensor 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. However, Licensor warrants that, as of the execution date hereof, there are no patents or patent applications owned or controlled by Licensor, other than those within the Licensed Patent Rights, which would dominate the manufacture, use or sale of Licensed Products. 12.3 THE NIH MAKES 8.02 LICENSOR MAKE NO WARRANTIES, EXPRESS EXPRESSED OR IMPLIED, OF OR 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. 12.4 The NIH 8.03 Licensor does not represent that it shall will commence legal actions against third parties infringing the Licensed Patent Rights. 12.5 The 8.04 Licensee shall indemnify and hold the NIHLicensor, its employees, students, fellows, agents, 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 activities performed subsequent to the execution of the Agreement directly related to a) the use by or on behalf of the Licensee, its sublicenseessublicensee, directors, employees, or third parties employees 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, Products or other products or processes developed in connection with or arising out of the Licensed Patent Rights. 12.6 The . For the avoidance of doubt, Licensee shall be required to indemnify Licensor and the other specified parties, under either clause (a) or clause (b) above, only with respect to Licensed Products made or sold, or Licensed Patent Rights otherwise used, in each case by or on behalf of Licensee or its Affiliates. Licensee agrees to maintain a liability insurance program consistent with sound business practice.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.1 The NIH offers no warranties other than those specified in Article 1. NIH Patent License Agreement—--Exclusive Model 10-2005 (updated 8-2012) Page 14 of 31 Final Lion Biotechnologies, Inc. February 4, 20152015 03424-0001 266294.2 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. 12.3 THE NIH MAKES NO WARRANTIES, 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. 12.4 The NIH does not represent that it shall commence legal actions against third parties infringing the Licensed Patent Rights. 12.5 The Licensee shall indemnify and hold the 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 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.