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 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 THERETO. 12.04 PHS does not represent that it will commence legal actions against third parties infringing the LICENSED PATENT RIGHTS. PHS Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000 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 NIH offers no warranties other than those specified in Article 1.. NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 12 of 28 Final Lion Biotechnologies, Inc. February 2, 2015 03424-0001 266291.2 12.02 PHS 12.2 The NIH 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 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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 NIAID offers no warranties other than it warrants that those statements specified in Article 11 are true and correct. 12.02 PHS 12.2 The NIAID 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 12.3 THE NIAID MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANT ABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS RIGHTS, LICENSED MATERIALS OR LICENSED ADDITIONAL DOCUMENTATION OR TANGIBLE MATERIALS RELATED THERETO.. [***] NIH Patent License Agreement Nonexclusive - Sublicensable 12.04 PHS 12.4 The NIAID does not represent that it will shall commence legal actions against third parties infringing the LICENSED PATENT RIGHTS. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 12.5 The Licensee shall indemnify and hold PHSthe NIAID, 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 resulting from third party claims or demands in connection with or arising out of: : (a) the use by or on behalf of LICENSEEthe Licensee, or its sublicensees, or their directors, employees, or third parties third-party contractors of any LICENSED PATENT RIGHTSLicensed Patent Rights or Licensed Materials or Licensed Additional Documentation; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed by Licensee or its sublicensees in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights or Licensed Additional Documentation, except in each case (a) and (b) to the extent arising out of the NIAID’s breach of this Agreement or the negligence or willful misconduct of the NIAID or any its employees, students, fellows, agents, or consultants. 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 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 12.3 PHS MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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 RIGHTSLicensed Patent Rights. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-Exclusive CONFIDENTIAL L-1802005 (updated 4-97/0 Model 980611 2010) Page 11 13 of 38 Final GenVec. Inc. January 728 [Final] [GlobeImmune, 2000Inc] [August 19, 2011] [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 12.05 LICENSEE 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 LICENSEELicensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or 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 RIGHTS. LICENSEE 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 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 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 partiesThird Parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its Affiliates, or their respective sublicensees, directors, employees, or third parties Third Parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.. NIH Patent License Agreement—Exclusive Model 10-2015 Page 15 of 30 [Final] [Kyverna Therapeutics] [4 May 2021]

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 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.. A-294-2011 NIH Patent License Agreement - Exclusive 12.03 PHS 12.3 The NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, Affiliates, or their respective directors, employees, or third parties (on behalf of the Licensee, its sublicensees or Affiliates) of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the Licensee, its sublicensees or Affiliates in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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 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 12.3 PHS MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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 RIGHTSLicensed Patent Rights. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-Exclusive CONFIDENTIAL L-1802005 (updated 4-97/0 Model 980611 2010) Page 11 13 of 38 Final GenVec. Inc. January 728 [Final] [GlobeImmune, 2000Inc] [August 19, 2011] [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 12.05 LICENSEE 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 LICENSEELicensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or 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 RIGHTS. LICENSEE 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 MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 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, NIH Office of Technology Transfer PHS PATENT LICENSE AGREEMENT - EXCLUSIVE MODEL 940110 - Page 11 - FINAL - MediChem Research, Inc. - May 5, 1995 distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEmaterials, 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 represents that (i) it owns the Licensed Patent Rights in the Licensed Fields of Use, (ii) it is duly authorized to enter into this Agreement, and (iii) it has no actual knowledge of any claim by or on behalf of a third party of rights in or to the Licensed Patent Rights in the Licensed Fields of Use. NIH 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 12.3 THE NIH MAKES NO WARRANTIESWARRANI1ES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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 12.4 The NIH does not represent that it will shall commence legal actions against third parties infringing the LICENSED PATENT RIGHTS. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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 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 partiesThird Parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 The use by or on behalf of LICENSEEthe Licensee, its Affiliates, or their respective sublicensees, directors, employees, or third parties Third Parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.. NIH Patent License Agreement—Exclusive Model 10-2015 Page 14 of 29 [Final] [Kyverna Therapeutics] [12 May 2021]

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 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 partiesThird Parties. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 resulting from a suit or proceeding brought against any of them to the extent arising out of: : (a) the use by or on behalf of LICENSEEthe Licensee, its sublicenseesSublicensees, Affiliates, directors, employees, or third parties Third Parties of any LICENSED PATENT RIGHTSLicensed Patent Rights in the Licensed Fields of Use; or b) A-440-2021 NIH Patent License Agreement--Exclusive Model 10-2015 Page 18 of 28 [Draft v1] [Sana] [12/16/2021] the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of Licensee’s practice of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights; provided that Licensee’s indemnification obligations shall not apply to the extent such claim results from the gross negligence, willful misconduct or material breach of this Agreement by the IC, or from the exploitation of Licensed Patent Rights by or under the authority of Additional Licensee(s) or from IC’s use of Licensed Products under Paragraph 5.1(a). 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.. The IC shall provide Licensee with prompt written notice, where practicable, upon becoming aware of any claims that are subject to Licensee’s indemnification obligations under Paragraph 12.5 above, and Licensee shall have the right to control the defense and settlement of any such claim. The IC shall cooperate with Licensee in such defense or settlement, at Licensee’s reasonable request and expense, and shall not make any admissions in connection with such claim

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The NIH offers no other warranties other than those specified in Article 1: (i) HHS, by assignment of rights from NIH employees, on behalf of the Government, owns all intellectual property rights claimed in the United States and foreign patent applications and patents in the Licensed Patent Rights, (ii) HHS owns tangible embodiments of inventions actually reduced to practice, and (iii) NIH has the authority, by delegation from the Secretary of HHS, to enter into this Agreement. 12.02 PHS 12.2 The NIH 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 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, their respective directors or employees, or third parties acting by the direction of Licensee of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the Licensee or its sublicensees in connection with or arising out of the LICENSED PATENT RIGHTSLicensed Patent Rights. LICENSEE A-107-2014 NIH Patent License Agreement--Exclusive CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12.6 Licensee shall have no obligation to indemnify hereunder with respect to any liability, demands, damages, expenses, and losses to the extent arising out of any negligence or willful misconduct of the NIH or its employees, students, fellows, agents or consultants, or any breach by the NIH of the warranty set forth in Section 12.1 above. 12.7 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. 12.02 PHS 12.2 The NIH 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 12.3 The NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, Affiliates, or their respective directors, employees, or third parties (on behalf of the Licensee, its sublicensees or Affiliates) of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the Licensee, its sublicensees or Affiliates in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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 other warranties other than those specified in Article 1: (i) HHS, by assignment of rights from NIH employees, on behalf of the Government, owns all intellectual property rights claimed in the United States and foreign patent applications and patents in the Licensed Patent Rights, (ii) HHS owns tangible embodiments of inventions actually reduced to practice, and (iii) NIH has the authority, by delegation from the Secretary of HHS, to enter into this Agreement. 12.02 PHS 12.2 The NIH 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 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, their respective directors or employees, or third parties acting by the direction of Licensee of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the Licensee or its sublicensees in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 Licensee shall have no obligation to indemnify hereunder with respect to any liability, demands, damages, expenses, and losses to the extent arising out of any negligence or willful misconduct of the NIH or its employees, students, fellows, agents or consultants, or any breach by the NIH of the warranty set forth in Section 12.1 above. 12.7 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 other warranties other than those specified in Article 1: (i) HHS, by assignment of rights from NIH employees, on behalf of the Government, owns all intellectual property rights claimed in the United States and foreign patent applications and patents in the Licensed Patent Rights, (ii) HHS owns tangible embodiments of inventions actually reduced to practice, and (iii) NIH has the authority, by delegation from the Secretary of HHS, to enter into this Agreement. 12.02 PHS 12.2 The NIH 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 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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 RIGHTSLicensed Patent Rights. PHS A-107-2014 NIH Patent License Agreement---Exclusive CERTAIN CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVecPORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. Inc. January 7A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, 2000AS AMENDED. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, their respective directors or employees, or third parties acting by the direction of Licensee of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the Licensee or its sublicensees in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 Licensee shall have no obligation to indemnify hereunder with respect to any liability, demands, damages, expenses, and losses to the extent arising out of any negligence or willful misconduct of the NIH or its employees, students, fellows, agents or consultants, or any breach by the NIH of the warranty set forth in Section 12.1 above. 12.7 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. (Notwithstanding the forgoing, NIH warrants that it has the authority to enter into this Agreement. 12.02 PHS 12.2 The NIH 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 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials Licensed Processes by LICENSEEthe Licensee, or other products or processes developed by Licensee in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practicepractice for a business of similar size and resources, in similar circumstances and context.

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 The NIH offers no other warranties other than those specified in Article 1: (i) HHS, by assignment of rights from NIH employees, on behalf of the Government, owns all intellectual property rights claimed in the United States and foreign patent applications and patents in the Licensed Patent A-107-2014 NIH Patent License Agreement--Exclusive 10 Rights, (ii) HHS owns tangible embodiments of inventions actually reduced to practice, and (iii) NIH has the authority, by delegation from the Secretary of HHS, to enter into this Agreement. 12.02 PHS 12.2 The NIH 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 12.3 THE NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, their respective directors or employees, or third parties acting by the direction of Licensee of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the Licensee or its sublicensees in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 Licensee shall have no obligation to indemnify hereunder with respect to any liability, demands, damages, expenses, and losses to the extent arising out of any negligence or willful misconduct of the NIH or its employees, students, fellows, agents or consultants, or any breach by the NIH of the warranty set forth in Section 12.1 above. 12.7 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 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 partiesa Third Party. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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 Model 10- 12.04 PHS 12.4 The IC does not represent that it will shall commence legal actions against third parties any Third Party infringing the LICENSED PATENT RIGHTS. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 resulting from Third Party claims or demands to the extent arising out of: : (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties Third Parties of any LICENSED PATENT RIGHTSLicensed Patent Rights in the Licensed Fields of Use; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed by Licensee or its sublicensees in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights, except in each case of Paragraphs 12.5(a) and (b) to the extent arising out of the IC’s breach of this Agreement or the negligence or willful misconduct of the IC or any its employees, students, fellows, agents, or consultants. 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 wan-ant 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 MERCHANT ABILITY MERCHANTABELITY' 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. PHS Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000. 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 practicepractice or ensure that any sublicensee maintains an adequate amount of such insurance to cover LICENSEE'S risk exposure.

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 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 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 ofof a third party claim brought against the IC arising from: A-034-2016 NIH Patent License Agreement—Exclusive PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed by Licensee in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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 any patents or patent application under 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 MERCHANT ABILITY 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. PHS Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000. 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 sublicenseesAFFILIATES, 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 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 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 may be exploited without infringing other patents or other intellectual property rights of third parties.the 12.03 PHS 12.3 The NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, Affiliates, or their respective directors, employees, or third parties (on behalf of the Licensee, its sublicensees or Affiliates) of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the A-276-2014 NIH Patent License Agreement - Exclusive Page 15 [Kite Pharma, Inc.] [September 28, 2015] Licensee, its sublicensees or Affiliates in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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. *CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTION FILED SEPARATELY WITH THE COMMISSION. 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 MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE Licensee shall indemnify and hold PHS, its employees, students, fellows, agents, and consultants (the "Indemnified Parties") harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage (the "indemnified Losses") suffered by an Indemnified Party in connection with or arising out of a) the use by or on behalf of Licensee, its Affiliates, 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. Notwithstanding any other provision to the contrary, Licensee shall have no obligation to indemnify and hold the Indemnified Parties harmless from Indemnified Losses in connection with or arising out of: a) the use by or on behalf of LICENSEE, its sublicensees, directors, employees, or third parties the indemnified Parties of any LICENSED PATENT RIGHTS; Licensed Product(s) or Licensed Process(es), or b) the design, manufacture, distribution, distribution or use of any LICENSED PRODUCTS, LICENSED PROCESSES Licensed Products or materials Licensed Processes by LICENSEE, or other products or processes developed in connection with or arising out on behalf of the LICENSED PATENT RIGHTS. LICENSEE agrees to maintain a liability insurance program consistent with sound business practiceIndemnified Parties.

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 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 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.. NIH Patent License Agreement--Exclusive Model 10-2015 Page 10 of 24 [Draft2] [Connectyx] [2020 September]

NEGATION OF WARRANTIES AND INDEMNIFICATION. 12.01 PHS 12.1 Leidos Biomedical offers no warranties warranties, other than that those facts specified in Article 11 are accurate and that Leidos Biomedical has not, as of the Effective Date, granted any rights to any third party under the Licensed Patent Rights. 12.02 PHS 12.2 Leidos Biomedical 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 12.3 LEIDOS BIOMEDICAL MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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 Leidos Biomedical does not represent that it will shall commence legal actions against third parties infringing the LICENSED PATENT RIGHTS. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 12.5 The Licensee shall indemnify and hold PHSLeidos Biomedical, its employees, students, fellows, agents, and consultants consultants, and that U.S. Government harmless from and against all third party 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 LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practicepractice and with sufficient coverage to meet the requirements of this Paragraph 12.5.

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 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 and Licensed Know-How 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 MERCHANT ABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS RIGHTS, LICENSED KNOW-HOW, LICENSED MATERIALS OR OTHER TANGIBLE MATERIALS RELATED THERETO.. CONFIDENTIAL NIH Patent License Agreement–Exclusive US-DOCS\144314366.1 16 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its sublicenseesSublicensees, Affiliates, directors, employees, or third parties Third Parties of any LICENSED PATENT RIGHTSLicensed Patent Rights or Licensed Know-How, in the Licensed Fields of Use; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes, Licensed Materials, or other materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights or Licensed Know-How. 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 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 MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 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 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.. Notwithstanding any other provision to the contrary, Licensee shall have no obligation to indemnify and hold harmless PHS, its employees, students, fellows, agents, and consultants in connection with or arising out of the grossly negligent mishandling of Licensed Products, Licensed Processes or materials by PHS, its employees, students, fellows, agents, and consultants. Model PHS Patent License Agreement--Exclusive--Angiotech Pharmaceuticals, Form 121895 Page 13 of 27 (L-103-96/0) (FINAL) CONFIDENTIAL 19971117

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 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 12.3 The NIH MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY A-265-2013 NIH Patent License Agreement - Exclusive 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, Affiliates, or their respective directors, employees, or third parties (on behalf of the Licensee, its sublicensees or Affiliates) of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES or materials by LICENSEE, Licensed Processes or other materials, products or processes developed by or on behalf of the Licensee, its sublicensees or Affiliates in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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 11.01 PDM offers no warranties other than those specified in Article 1. 12.02 PHS 11.02 PDM 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 11.03 PDM MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANT ABILITY 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 11.04 PDM does not represent that it will commence legal actions against third parties infringing the LICENSED PATENT RIGHTS. PHS Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000. 12.05 11.05 LICENSEE shall indemnify and hold PHSPDM, 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 MERCHANT ABILITY 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.. PHS Patent License Agreement–Exclusive CONFIDENTIAL A-046-2003 Model 980611a Page 14 of 30 FINAL Brainsway July 7, 2003 12.04 PHS does not represent that it will commence legal actions against third parties infringing the LICENSED PATENT RIGHTS. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 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 MERCHANT ABILITY 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. PHS Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000. 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 sublicenseessublicenses, directors, or 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 LICENSEELICENSEE or its sublicenses, or other products or processes developed in connection with or arising out through the practice of the LICENSED PATENT RIGHTS, unless such liability, demands, damages, expenses or losses are due to the gross negligence or willful misconduct of PHS, its employees, students, fellows, agents or consultants. 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 other warranties other than those specified in Article 1: (i) HHS, by assignment of rights from NIH employees, on behalf of the Government, owns all intellectual property rights claimed in the United States and foreign patent applications and patents in the Licensed Patent Rights, (ii) HHS owns tangible embodiments of inventions actually reduced to practice, and (iii) IC has the authority, by delegation from the Secretary of HHS, to enter into this Agreement. 12.02 PHS 12.2 The IC 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 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 (“Losses”) to the extent arising out of: of any suit or proceeding brought by a third party for: (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed by or on behalf of the Licensee in connection with or arising out of the LICENSED PATENT RIGHTSLicensed Patent Rights. LICENSEE Notwithstanding the foregoing, Licensee shall have no obligation under this Paragraph 12.5 to the extent any such Losses were the result of the willful misconduct or gross negligence of IC. 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 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 partiesa Third Party. 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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 any Third Party infringing the LICENSED PATENT RIGHTS. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 resulting from Third Party claims or demands to the extent arising out of: : (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, employees, directors or third parties employees of any LICENSED PATENT RIGHTSLicensed Patent Rights; or [***] NIH Patent License Agreement – Exclusive Model 10-2015 Page 16 of 29 [SentiBio] [7-20-2020] (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed by Licensee or its sublicensees in connection with or arising out of the LICENSED PATENT RIGHTSLicensed Patent Rights. LICENSEE agrees except in each case of (a) and (b) 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 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 MERCHANT ABILITY 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. PHS Patent License Agreement---Exclusive CONFIDENTIAL L-180L-268-97/0 99/0 Model 980611 Page 11 12 of 38 37 Final GenVec. RegeneRx Biopharmaceuticals, Inc. January 724, 20002001 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 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 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 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANT ABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR AP ARTICULAR PURPOSE OF ANY SUBJECT MATTER XXXXXX 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its sublicensees, its directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights. 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound so und business practice.. 15A-084-2017; L-1242017/0 NIH Patent License Agreement Nonexclusive – Sublicensable Model 10-2015

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 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 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 ofof a third party claim brought against the IC arising from: A-034-2016 NIH Patent License Agreement—Exclusive (a) the use by or on behalf of LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed by Licensee in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE 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 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.Third Parties. NIH Patent License Agreement--Exclusive 12.03 PHS 12.3 THE IC MAKES NO WARRANTIES, EXPRESSED EXPRESS OR IMPLIED, OF MERCHANT ABILITY 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. PHS Licensed Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 11 of 38 Final GenVec. Inc. January 7, 2000Rights. 12.05 LICENSEE 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 LICENSEEthe Licensee, its sublicensees, directors, employees, or third parties Third Parties of any LICENSED PATENT RIGHTSLicensed Patent Rights; or or (b) the design, manufacture, distribution, or use of any LICENSED PRODUCTSLicensed Products, LICENSED PROCESSES Licensed Processes or materials by LICENSEEthe Licensee, or other products or processes developed in connection with or arising out of the LICENSED PATENT RIGHTS. LICENSEE Licensed Patent Rights; in each case, except to the extent resulting from the negligence, fraud or willful misconduct of the IC. 12.6 The Licensee agrees to maintain a liability insurance program consistent with sound business practice.