Common use of REPRESENTATION AND WARRANTIES; INDEMNIFICATION Clause in Contracts

REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 9.1 RGI represents and warrants that RGI and the Relevant Staff: (a) have the appropriate level of expertise and qualifications and the necessary ability to undertake the work required under this Agreement; and (b) are not prevented or restricted by any obligations owed to a Third Party or otherwise in any way from performing the Services; and (c) owns and/or controls all the necessary rights, including patent rights, for the performance of the Services in accordance with this Agreement. 9.2 In addition RGI represents that all members of the Relevant Staff are contractually bound to assign to RGI all inventions, improvements and any other intellectual property rights that may be developed or conceived by the Relevant Staff or that may otherwise arise during the performance of the Services under this Agreement and that none of the Relevant Staff have any rights thereto that could impair or jeopardize the applicability or enforcement of the provisions laid down in Article VII above. 9.3 Each Party represents and warrants that it has the right to enter into this Agreement and is not in conflict with any Third Party obligation during the performance of the Study under this Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. 9.4 In addition to any other indemnification provided herein, RGI agrees to indemnify, defend and hold GSK BIO and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Third Party claims, suits, actions, liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or damages, whether ordinary, special or consequential (collectively, the “Indemnified Amounts”), arising out of (i) RGI's negligence in the performance of any Study and/or Services, (ii) any wrongful acts or omissions in the performance by RGI of any Study and/or Services hereunder, whether such actions are of RGI, its employees, agents, representatives, subcontractors or invitees, or (iii) any material breach of this Agreement by RGI, its employees, agents, representatives, subcontractors or invitees. 9.5 In addition to any other indemnification provided herein, GSK BIO agrees to indemnify, defend and hold RGI and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Indemnified Amounts arising out of (i) GSK BIO's negligence in the conduct of the activities to be performed by GSK BIO under this Agreement, (ii) any wrongful acts or omissions in the conduct of the activities to be performed by GSK BIO under this Agreement, whether such actions are of GSK BIO, its employees, agents, representatives, subcontractors or invitees, or (iii) any material breach of this Agreement by GSK BIO, its employees, agents, representatives, subcontractors or invitees. 9.6 Where claims relate to those by third Parties and in the event either Party incurs, or expects to incur expenses, damages, claims or liability for which it is entitled hereunder to seek indemnification from the other Party, the Party claiming indemnification (the “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) and shall permit the Indemnitor, at the Indemnitor’s sole discretion, to settle any such claim or suit and agrees to the complete control of the defense or settlement of such claim or suit by the Indemnitor, and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided in this Agreement provided, however, that the Indemnitor may not settle such claim or suit in any manner that would require payment by the Indemnitee, or would materially adversely affect the rights granted to the Indemnitee hereunder, or would materially conflict with the terms of this Agreement, or adversely affect other of its products, without first obtaining the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld. The Indemnitee, its employees, consultants and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claims or suits covered by the indemnification provisions of this Agreement. Neither Party will be liable for any loss of actual or anticipated income or profits or for any special, indirect or consequential loss or damages. 9.7 Nothwithstanding anything to the contrary in this Agreement or the Original Agreement, RGI (and its Affiliates and shareholders) hereby releases and forever hold GSK BIO (and its Affiliates) harmless from any and all claims, losses or damages related to or arising out of RGI having opened, operated, and subsequently closed that certain laboratory in the [***]. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 9.1 8.1 RGI represents and warrants that RGI and the Relevant Staff: (a) 8.1.1 have the appropriate level of expertise and qualifications and the necessary ability to undertake the work required under this Agreement; and (b) 8.1.2 are not prevented or restricted by any obligations owed to a Third third Party or otherwise in any way from performing the Services; and (c) owns and/or controls all the necessary rights, including patent rights, for the performance of the Services in accordance with this Agreement. 9.2 In addition RGI represents that all members of the Relevant Staff are contractually bound to assign to RGI all inventions, improvements and any other intellectual property rights that may be developed or conceived by the Relevant Staff or that may otherwise arise during the performance of the Services under this Agreement and that none of the Relevant Staff have any rights thereto that could impair or jeopardize the applicability or enforcement of the provisions laid down in Article VII above. 9.3 8.2 Each Party represents and warrants that it has the right to enter into this Agreement and is not in conflict with any Third third Party obligation during the performance of the Study under this Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. 9.4 8.3 In addition to any other indemnification provided herein, RGI agrees to indemnify, defend and hold GSK BIO and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Third Party claims, suits, actions, liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or damages, whether ordinary, special or consequential (collectively, the “"Indemnified Amounts”"), arising out of (i) RGI's negligence in the performance of any Study and/or ServicesStudy, (ii) any wrongful acts or omissions in the performance by RGI of any Study and/or Services hereunderStudy, whether such actions are of RGI, its employees, agents, representativesrepresentives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by RGI, its employees, agents, representatives, subcontractors or invitees. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 9.5 8.4 In addition to any other indemnification provided herein, GSK BIO agrees to indemnify, defend and hold RGI and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Indemnified Amounts arising out of (i) GSK BIOGSK's negligence in the conduct of the activities to be performed by GSK BIO under this Agreement, (ii) any wrongful acts or omissions in the conduct of the activities to be performed by GSK BIO under this Agreement, whether such actions are of GSK BIOGSK, its employees, agents, representatives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by GSK BIOGSK, its employees, agents, representatives, subcontractors or invitees. 9.6 8.5 Where claims relate to those by third Parties and in the event either Party incurs, or expects to incur expenses, damages, claims or liability for which it is entitled hereunder intends to seek indemnification from the other Party, the Party claiming indemnification (the “"Indemnitee”") shall promptly notify the other Party (the “"Indemnitor”") and shall permit the Indemnitor, at the Indemnitor’s 's sole discretion, to settle any such claim or suit and agrees to the complete control of the defense or settlement of such claim or suit by the Indemnitor, and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided in this Agreement provided, however, that the Indemnitor may not settle such claim or suit in any manner that would require payment by the Indemnitee, or would materially adversely affect the rights granted to the Indemnitee hereunder, or would materially conflict with the terms of this Agreement, or adversely affect other of its products, without first obtaining the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld. The Indemnitee, its employees, consultants and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claims or suits covered by the indemnification provisions of this Agreement. Neither Party will be liable for any loss of actual or anticipated income or profits or for any special, indirect or consequential loss or damages. 9.7 Nothwithstanding anything to the contrary in this Agreement or the Original Agreement, RGI (and its Affiliates and shareholders) hereby releases and forever hold GSK BIO (and its Affiliates) harmless from any and all claims, losses or damages related to or arising out of RGI having opened, operated, and subsequently closed that certain laboratory in the [***]. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 9.1 RGI 7.1 SBC represents and warrants that RGI SBC and the Relevant Staff: (a) 7.1.1 have the appropriate level of expertise and qualifications and the necessary ability to undertake the work required under this Agreement; and (b) 7.1.2 are not prevented or restricted by any obligations owed to a Third third Party or otherwise in any way from performing the Services; and (c) owns and/or controls all the necessary rights, including patent rights, for the performance of the Services in accordance with this Agreement. 9.2 In addition RGI represents that all members of the Relevant Staff are contractually bound to assign to RGI all inventions, improvements and any other intellectual property rights that may be developed or conceived by the Relevant Staff or that may otherwise arise during the performance of the Services under this Agreement and that none of the Relevant Staff have any rights thereto that could impair or jeopardize the applicability or enforcement of the provisions laid down in Article VII above. 9.3 7.2 Each Party represents and warrants that it has the right to enter into this Agreement and is not in conflict with any Third third Party obligation during the performance of the Study under this Agreement. Portions . 7.3 Each Party represents and warrants that the individual signing on its behalf has actual authority to enter into this Agreement and bind the Party with respect to the provisions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934Agreement. 9.4 7.4 In addition to any other indemnification provided herein, RGI SBC agrees to indemnify, defend and hold GSK BIO RGI and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Third Party claims, suits, actions, liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or damages, whether ordinary, special or consequential (collectively, the “Indemnified Amounts”), arising out of (i) RGISBC's negligence in the performance of any Study and/or ServicesStudy, (ii) any wrongful acts or omissions in the performance by RGI SBC of any Study and/or Services hereunderStudy, whether such actions are of RGI, its employees, agents, representatives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by RGISBC, its employees, agents, representatives, subcontractors or invitees. 9.5 7.5 In addition to any other indemnification provided herein, GSK BIO RGI agrees to indemnify, defend and hold RGI SBC and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Indemnified Amounts arising out of (i) GSK BIORGI's negligence in the conduct of the activities to be performed by GSK BIO RGI under this Agreement, (ii) any wrongful acts or omissions in the conduct of the activities to be performed by GSK BIO RGI under this Agreement, whether such actions are of GSK BIORGI, its employees, agents, representatives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by GSK BIORGI, its employees, agents, representatives, subcontractors or invitees. 9.6 7.6 Where claims relate to those by third Parties and in the event either Party incurs, or expects to incur expenses, damages, claims or liability for which it is entitled hereunder intends to seek indemnification from the other Party, the Party claiming indemnification (the “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) and shall permit the Indemnitor, at the Indemnitor’s sole discretion, to settle any such claim or suit and agrees to the complete control of the defense or settlement of such claim or suit by the Indemnitor, and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided in this Agreement provided, however, that the Indemnitor may not settle such claim or suit in any manner that would require payment by the Indemnitee, or would materially adversely affect the rights granted to the Indemnitee hereunder, or would materially conflict with the terms of this Agreement, or adversely affect other of its products, without first obtaining the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld. The Indemnitee, its employees, consultants and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claims or suits covered by the indemnification provisions of this Agreement. Neither Party will be liable for any loss of actual or anticipated income or profits or for any special, indirect or consequential loss or damages. 9.7 Nothwithstanding anything to the contrary in this Agreement or the Original Agreement, RGI (and its Affiliates and shareholders) hereby releases and forever hold GSK BIO (and its Affiliates) harmless from any and all claims, losses or damages related to or arising out of RGI having opened, operated, and subsequently closed that certain laboratory in the [***]. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 9.1 8.1 RGI represents and warrants that RGI and the Relevant Staff: (a) 8.1.1 have the appropriate level of expertise and qualifications and the necessary ability to undertake the work required under this Agreement; and (b) 8.1.2 are not prevented or restricted by any obligations owed to a Third third Party or otherwise in any way from performing the Services; and. (c) 8.1.3 owns and/or controls all the necessary rights, including patent rights, for the performance of the Services in accordance with this Agreement. 9.2 8.2 In addition RGI represents that all members of the Relevant Staff are contractually bound to assign to RGI all inventions, improvements and any other intellectual property rights that may be developed or conceived by the Relevant Staff or that may otherwise arise during the performance of the Services under this Agreement and that none of the Relevant Staff have any rights thereto that could impair or jeopardize the applicability or enforcement of the provisions laid down in Article VII 6 above. 9.3 8.3 Each Party represents and warrants that it has the right to enter into this Agreement and is not in conflict with any Third third Party obligation during the performance of the Study under this Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. 9.4 8.4 In addition to any other indemnification provided herein, RGI agrees to indemnify, defend and hold GSK BIO and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Third Party claims, suits, actions, liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or damages, whether ordinary, special or consequential (collectively, the “"Indemnified Amounts”"), arising out of (i) RGI's negligence in the performance of any Study and/or Services, (ii) any wrongful acts or omissions in the performance by RGI of any Study and/or Services hereunder, whether such actions are of RGI, its employees, agents, representatives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by RGI, its employees, agents, representatives, subcontractors or invitees. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 9.5 8.5 In addition to any other indemnification provided herein, GSK BIO agrees to indemnify, defend and hold RGI and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Indemnified Amounts arising out of (i) GSK BIO's negligence in the conduct of the activities to be performed by GSK BIO under this Agreement, (ii) any wrongful acts or omissions in the conduct of the activities to be performed by GSK BIO under this Agreement, whether such actions are of GSK BIO, its employees, agents, representatives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by GSK BIO, its employees, agents, representatives, subcontractors or invitees. 9.6 8.6 Where claims relate to those by third Parties and in the event either Party incurs, or expects to incur expenses, damages, claims or liability for which it is entitled hereunder to seek indemnification from the other Party, the Party claiming indemnification (the “"Indemnitee”") shall promptly notify the other Party (the “"Indemnitor”") and shall permit the Indemnitor, at the Indemnitor’s indemnitor's sole discretion, to settle any such claim or suit and agrees to the complete control of the defense or settlement of such claim or suit by the Indemnitor, and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided in this Agreement provided, however, that the Indemnitor may not settle such claim or suit in any manner that would require payment by the Indemnitee, or would materially adversely affect the rights granted to the Indemnitee hereunder, or would materially conflict with the terms of this Agreement, or adversely affect other of its products, without first obtaining the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld. The Indemnitee, its employees, consultants and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claims or suits covered by the indemnification provisions of this Agreement. Neither Party will be liable for any loss of actual or anticipated income or profits or for any special, indirect or consequential loss or damages. 9.7 Nothwithstanding anything to the contrary in this Agreement or the Original Agreement, RGI (and its Affiliates and shareholders) hereby releases and forever hold GSK BIO (and its Affiliates) harmless from any and all claims, losses or damages related to or arising out of RGI having opened, operated, and subsequently closed that certain laboratory in the [***]. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 406 of the Securities Exchange Act of 1934Act.

REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 9.1 8.1 RGI represents and warrants that RGI and the Relevant Staff: (a) have 8.1.1 Have the appropriate level of expertise and qualifications and the necessary ability to undertake the work required under this Agreement; and (b) are 8.1.2 Are not prevented or restricted by any obligations owed to a Third third Party or otherwise in any way from performing the Services; and (c) owns and/or controls all the necessary rights, including patent rights, for the performance of the Services in accordance with this Agreement. 9.2 In addition RGI represents that all members of the Relevant Staff are contractually bound to assign to RGI all inventions, improvements and any other intellectual property rights that may be developed or conceived by the Relevant Staff or that may otherwise arise during the performance of the Services under this Agreement and that none of the Relevant Staff have any rights thereto that could impair or jeopardize the applicability or enforcement of the provisions laid down in Article VII above. 9.3 8.2 Each Party represents and warrants that it has the right to enter into this Agreement and is not in conflict with any Third third Party obligation during the performance of the Study under this Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. 9.4 8.3 In addition to any other indemnification provided herein, RGI agrees to indemnify, defend and hold GSK BIO and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Third Party claims, suits, actions, liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or damages, whether ordinary, special or consequential (collectively, the “"Indemnified Amounts”"), arising out of (i) RGI's negligence in the performance of any Study and/or ServicesStudy, (ii) any wrongful acts or omissions in the performance by RGI of any Study and/or Services hereunderStudy, whether such actions are of RGI, its employees, agents, representatives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by RGI, its employees, agents, representatives, subcontractors or invitees. 9.5 8.4 In addition to any other indemnification provided herein, GSK BIO agrees to indemnify, defend and hold RGI and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all Indemnified Amounts arising out of (i) GSK BIOGSK's negligence in the conduct of the activities to be performed by GSK BIO under this Agreement, (ii) any wrongful acts or omissions in the conduct of the activities to be performed by GSK BIO under this Agreement, whether such actions are of GSK BIOGSK, its employees, agents, representatives, subcontractors or invitees, invitees or (iii) any material breach of this Agreement by GSK BIOGSK, its employees, agents, representatives, subcontractors or invitees. 9.6 8.5 Where claims relate to those by third Parties and in the event either Party incurs, or expects to incur expenses, damages, claims or liability for which it is entitled hereunder intends to seek indemnification from the other Party, the Party claiming indemnification (the “"Indemnitee”") shall promptly notify the other Party (the “"Indemnitor”") and shall permit the Indemnitor, at the Indemnitor’s 's sole discretion, to settle any such claim or suit and agrees to the complete compiete control of the defense or settlement of such claim or suit by the Indemnitor, and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided in this Agreement provided, however, that the Indemnitor may not settle such claim or suit in any manner that would require payment by the Indemnitee, or would materially adversely affect the rights granted to the Indemnitee hereunder, or would materially conflict with the terms of this Agreement, or adversely affect other of its products, without first obtaining the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld. The Indemnitee, its employees, consultants and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claims or suits covered by the indemnification provisions of this Agreement. Neither Party will be liable for any loss of actual or anticipated income or profits or for any special, indirect or consequential loss or damages. 9.7 Nothwithstanding anything to the contrary in this Agreement or the Original Agreement, RGI (and its Affiliates and shareholders) hereby releases and forever hold GSK BIO (and its Affiliates) harmless from any and all claims, losses or damages related to or arising out of RGI having opened, operated, and subsequently closed that certain laboratory in the [***]. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.