Common use of Representations Warranties and Indemnification Clause in Contracts

Representations Warranties and Indemnification. 10.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-Licence. 10.2 BL represents and warrants that it has the right to grant the Sub-Licence and that to the best of its knowledge the use of the Licensed Works by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage of the Licensed Works by the Sub-Licensee or Authorised Users. BL makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 The Sub-Licensee agrees to notify BL immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Works. It is expressly agreed that upon such notification, or if the Licensor becomes aware of such a claim from other sources, BL may remove such work(s) from the Licensed Works. At the request of BL, the Sub- Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above and to the extent permitted by law, BL shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works and to make changes in any software used to deliver the Licensed Works at their sole discretion. BL will notify the Sub-Licensee of any substantial change to the Licensed Works. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Works are provided on an “as is” basis, and BL disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed Works. 10.8 The Sub-Licensee represents to BL that its computer system through which the Licensed Works will be used is configured, and procedures are in place, to prohibit access to the Licensed Works by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Works; and that during the term of this Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 11.1 The Sub-Licensee Institution represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-LicenceLicence and has caused this Licence to be executed by a duly authorised representative. 10.2 BL 11.2 JCS represents and warrants that it has the right to grant the Sub-Licence and that to the best of its knowledge the use of the Licensed Works Material by the Sub-Licensee and Authorised Users is in accordance with the terms of this Sub-Licence and the Terms shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage of the Licensed Works Material by the Sub-Licensee Institution or Authorised Users. BL Artstor makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, Material including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark intellectual property rights, moral rights, or the disclosure of confidential information. 10.3 11.3 The Sub-Licensee Institution agrees to notify BL Artstor and JCS Online Resources Ltd immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksMaterial. It is expressly agreed that upon such notification, or if the Licensor Artstor becomes aware of such a claim from other sources, BL Artstor may remove such work(s) from the Licensed WorksMaterial. At the request of BLArtstor, the Sub- Licensee Institution will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works Material maintained by the Sub-LicenseeInstitution. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 11.4 Nothing in this Sub-Licence shall make the Sub-Licensee Institution liable for breach of the terms of this Sub-Licence by any Authorised User provided that the Sub-Licensee Institution did not cause, negligently or knowingly assist assist, or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 11.5 Subject to the above and to the extent permitted by law, BL neither JCS nor Artstor shall not be liable to the Sub-Licensee Institution for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee Institution as a result of an action brought by a third party. 10.6 BL 11.6 Artstor reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works Material and to make changes in any software used to deliver the Licensed Works Material at their sole discretion. BL A notification will notify be given to the Sub-Licensee Institution of any substantial change changes to the Licensed WorksMaterial. 10.7 11.7 Other than the express warranties stated in this Clause 10Section 11.2, the Licensed Works are Material and Artstor Content is provided on an “as is” basis, and BL disclaims Publisher and any third party content and all other software providers and licensors (“Content Providers”) disclaim to the fullest extent of the Law any liability, warranties, conditions, or guarantees and representations of any kind (express, implied, oral oral, or written), ) relating to the Licensed Works Material, Artstor Content or its parts, including without limitation any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability compatibility, merchantability, accuracy, security, or fitness for a particular purpose. BL further expressly disclaims any warranty or representation Publisher and Content Providers make no warranties with respect to Authorised Usersharm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program, but the Publisher will exercise a reasonable level of care to prevent such occurrences. The Publisher and Content Providers disclaim any third party. BL accepts liability and make no liability for loss suffered warranties with respect to: any errors or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on omissions in the Licensed Works. 10.8 The Sub-Licensee represents Materials and Artstor Content; liability under libel Laws; infringement of rights of publicity or privacy, moral rights, related or neighbouring rights; the disclosure of confidential information; whether the Licenced Material and Artstor Content is free of obscene, offensive, defamatory, or inflammatory materials; any Claims of any kind (including but not limited to BL that its computer system through which Intellectual Property Rights infringement Claims) relating to links between Publisher’s and other sites or the Licensed Works will be used is configuredcontent on such linked sites; Local Content and the Local Content Services; any uses, displays, performances, reproductions, and procedures are in place, to prohibit access to the Licensed Works by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use distributions made outside of the Licensed WorksUnited States; adaptations or modifications of Artstor Content or Local Content; any uses, reproductions, displays, performances, or distributions that exceed or violate the permitted uses described in Section 3 herein (whether permitted by Law or otherwise); and that during any uses, reproductions, displays, performances, and distributions made of Artstor Content after the term expiration or termination of this Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised UsersAgreement. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 11.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-LicenceAgreement. 10.2 BL 11.2 NEICON represents and warrants that it has the right is entitled to grant the Sub-Licence in this Agreement and that to the best of its knowledge the use of the Licensed Works Material by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence Agreement shall not infringe the copyright or other proprietary or intellectual property rights of any third partynatural or legal person. The foregoing shall not apply to improper usage of the Licensed Works Material by the Sub-Licensee or Authorised Users. BL NEICON on its own behalf and on behalf of the Publisher, makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, Material including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 11.3 The Sub-Licensee agrees to notify BL PUBLISHER and NEICON immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksMaterial. It is expressly agreed that upon such notification, or if the Licensor PUBLISHER becomes aware of such a claim from other sources, BL PUBLISHER may or may instruct NEICON to remove such work(s) from the Licensed WorksMaterial. At the request of BLPUBLISHER, the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works Material maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 11.4 Nothing in this Sub-Licence Agreement shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence Agreement by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 11.5 Subject to the above and to the extent permitted by law, BL neither NEICON nor Publisher shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL 11.6 PUBLISHER reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works Material and to make changes in any software used to deliver the Licensed Works Material at their sole discretion. BL A notification will notify be given to the Sub-Licensee of any substantial change changes to the Licensed WorksMaterial. 10.7 11.7 Other than the express warranties stated in this Clause 1011, the Licensed Works are Material is provided on an “as is” basis, and BL disclaims NEICON and Publisher disclaim any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works Material or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL NEICON and Publisher further expressly disclaims disclaim any warranty or representation to Authorised Users, or to any third party. BL Neither NEICON nor Publisher accepts no any liability for loss suffered or incurred by the Sub-Licensee Authorised Institution or Authorised Users as a result of their reliance on the Licensed WorksMaterial. 10.8 11.8 The Sub-Licensee represents to BL NEICON that its computer system through which the Licensed Works Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Works Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksMaterial; and that during the term of this Agreement, the Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL 11.9 NEICON and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 9.1 The Sub-Licensee represents and Licensor warrants to THE LIBRARY that it has sufficient authority and rights is entitled to enter into and perform its obligations under grant the license in this Sub-Licence. 10.2 BL represents and warrants that it has the right to grant the Sub-Licence License and that to the best of its knowledge the use of the Licensed Works PROQUEST DATABASE as contemplated in this Sub-License will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Licensor agrees that THE LIBRARY and the Institution shall have no liability and the Licensor will indemnify, defend and hold THE LIBRARY and the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Sub-Licensee Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Authorized Users use of the PROQUEST DATABASE, provided that: (1) the use of the PROQUEST DATABASE has been in accordance full compliance with the terms and conditions of this Sub-Licence shall not infringe License; (2) the copyright Licensee provides the Licensor with prompt notice of any third partysuch claim or threat of claim; (3) the Licensee co-operates fully with the Licensor in the defense or settlement of such claim; and (4) the Licensor has sole and complete control over the defense or settlement of such claim. 9.2 The Licensor reserves the right to change the content, presentation, user facilities or availability of parts of the PROQUEST DATABASE and to make changes in any software used to make the PROQUEST DATABASE available at their sole discretion. The foregoing shall not apply Licensor will notify THE LIBRARY of any substantial change to improper usage of the Licensed Works by PROQUEST DATABASE. 9.3 While the Sub-Licensee Licensor has no reason to believe that there are any inaccuracies or Authorised Users. BL defects in the information contained in the PROQUEST DATABASE, the Licensor makes no representation and gives no warranty express or warranty, and expressly disclaims any liability implied with respect regard to the content information contained in or any part of the Licensed WorksPROQUEST DATABASE including (without limitation) the fitness of such information or part for any purposes whatsoever and the Licensor accepts no liability for loss suffered or incurred by THE LIBRARY , the Institution or Authorized Users as a result of their reliance on the PROQUEST DATABASE. 9.4 In no circumstances will the Licensor be liable to the Licensee for any loss resulting from a cause over which the Licensor does not have direct control, including but not limited to errors failure of electronic or omissions contained thereinmechanical equipment or communication lines, libeltelephone or other interconnect problems, infringement of rights of publicityunauthorized access, privacy, trademark rights, moral rightstheft, or the disclosure of confidential informationoperator errors. 10.3 9.5 The Sub-Licensee Institution agrees to notify BL THE LIBRARY immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksPROQUEST DATABASE. It is expressly agreed that upon such notification, or if the Licensor becomes aware of such a claim from other sources, BL the Licensor may remove such work(s) from the Licensed Works. At the request of BL, the Sub- Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works maintained by the Sub-LicenseePROQUEST DATABASE. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-LicenceLicense. 10.4 9.6 Nothing in this Sub-Licence License shall make the Sub-Licensee THE LIBRARY liable for breach of the terms of this Sub-Licence License by any Authorised Authorized User provided that THE LIBRARY and the Sub-Licensee Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above and to the extent permitted by law, BL shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works and to make changes in any software used to deliver the Licensed Works at their sole discretion. BL will notify the Sub-Licensee of any substantial change to the Licensed Works. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Works are provided on an “as is” basis, and BL disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed Works. 10.8 9.7 The Sub-Licensee Institution represents to BL THE LIBRARY and the Licensor that its computer system through which the Licensed Works PROQUEST DATABASE will be used is configured, and procedures are in place, to prohibit access to the Licensed Works PROQUEST DATABASE by any person other than an Authorised Authorized User; that it shall inform Authorised Users Institutions about the conditions of use of the Licensed WorksPROQUEST DATABASE; and that during the term of this Sub-LicenceLicense, the Sub- Licensee Institution will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Authorized Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 11.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-LicenceAgreement. 10.2 BL 11.2 LICK represents and warrants that it has the right is entitled to grant the Sub-Licence in this Agreement and that to the best of its knowledge the use of the Licensed Works Material by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence Agreement shall not infringe the copyright or other proprietary or intellectual property rights of any third partynatural or legal person. The foregoing shall not apply to improper usage of the Licensed Works Material by the Sub-Licensee or Authorised Users. BL LICK makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, Material including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 11.3 The Sub-Licensee agrees to notify BL IOP Publishing Limited and LICK immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksMaterial. It is expressly agreed that upon such notification, or if the Licensor IOP Publishing Limited becomes aware of such a claim from other sources, BL IOP Publishing Limited may remove such work(s) from the Licensed WorksMaterial. At the request of BLIOP Publishing Limited , the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works Material maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 11.4 Nothing in this Sub-Licence Agreement shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence Agreement by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 11.5 Subject to the above and to the extent permitted by law, BL LICK shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL 11.6 IOP Publishing Limited reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works Material and to make changes in any software used to deliver the Licensed Works Material at their sole discretion. BL A notification will notify be given to the Sub-Licensee of any substantial change changes to the Licensed WorksMaterial. 10.7 11.7 Other than the express warranties stated in this Clause 1011, the Licensed Works are Material is provided on an “as is” basis, and BL LICK disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works Material or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL LICK further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL LICK accepts no liability for loss suffered or incurred by the Sub-Licensee Authorised Institution or Authorised Users as a result of their reliance on the Licensed WorksMaterial. 10.8 11.8 The Sub-Licensee represents to BL LICK that its computer system through which the Licensed Works Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Works Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksMaterial; and that during the term of this Agreement, the Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 11.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-Licence. 10.2 BL 11.2 BUFVC represents and warrants that it has the right to grant the Sub-Licence and that to the best of its knowledge the use of the Licensed Works Work by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Sub- Licence shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage of the Licensed Works Work by the Sub-Licensee or Authorised Users. BL BUFVC makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed WorksWork, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 11.3 The Sub-Licensee agrees to notify BL immediately the BBC and the BUFVC within 48 hours and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksWork. It is expressly agreed that upon such notification, or if the Licensor BBC becomes aware of such a claim from other sources, BL the BBC may remove such work(s) from the Licensed WorksWork. At the request of BLthe BBC, the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works Work maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 11.4 Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 11.5 Subject to the above and to the extent permitted by law, BL BUFVC shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL 11.6 the BBC reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works Work and to make changes in any software used to deliver the Licensed Works Work at their sole discretion. BL BUFVC will notify the Sub-Licensee of any substantial change to the Licensed WorksWork. 10.7 11.7 Other than the express warranties stated in this Clause 10(11), the Licensed Works are Work is provided on an “as is” basis, and BL BUFVC disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works Work or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL BUFVC further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL BUFVC accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed WorksWork. 10.8 11.8 The Sub-Licensee represents to BL BUFVC that its computer system through which the Licensed Works Work will be used is configured, and procedures are in place, to prohibit access to the Licensed Works Work by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksWork; and that during the term of this Sub-Licence, the Sub- Sub-Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL 11.9 BUFVC and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-sub- contractors and agents.

Representations Warranties and Indemnification. 10.1 11.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-LicenceAgreement. 10.2 BL 11.2 NP NEICON represents and warrants that it has the right is entitled to grant the Sub-Licence in this Agreement and that to the best of its knowledge the use of the Licensed Works Material by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence Agreement shall not infringe the copyright or other proprietary or intellectual property rights of any third partynatural or legal person. The foregoing shall not apply to improper usage of the Licensed Works Material by the Sub-Licensee or Authorised Users. BL NP NEICON makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, Material including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 11.3 The Sub-Licensee agrees to notify BL Xxxxx Xxxxxx Verlag KG and NP NEICON immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksMaterial. It is expressly agreed that upon such notification, or if the Licensor Xxxxx Xxxxxx Verlag KG becomes aware of such a claim from other sources, BL Xxxxx Xxxxxx Verlag KG may remove such work(s) from the Licensed WorksMaterial. At the request of BLXxxxx Xxxxxx Verlag KG, the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works Material maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 11.4 Nothing in this Sub-Licence Agreement shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence Agreement by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 11.5 Subject to the above and to the extent permitted by law, BL NP NEICON shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL 11.6 Xxxxx Xxxxxx Verlag KG reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works Material and to make changes in any software used to deliver the Licensed Works Material at their sole discretion. BL A notification will notify be given to the Sub-Licensee of any substantial change changes to the Licensed WorksMaterial. 10.7 11.7 Other than the express warranties stated in this Clause 1011, the Licensed Works are Material is provided on an “as is” basis, and BL NP NEICON disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works Material or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL NP NEICON further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL NP NEICON accepts no liability for loss suffered or incurred by the Sub-Licensee Authorised Institution or Authorised Users as a result of their reliance on the Licensed WorksMaterial. 10.8 11.8 The Sub-Licensee represents to BL NP NEICON that its computer system through which the Licensed Works Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Works Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksMaterial; and that during the term of this Agreement, the Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 12.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-Licence. 10.2 BL represents and warrants that it has the right to grant the Sub-Licence and that to the best of its knowledge the use of the Licensed Works by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. 12.2 The foregoing shall not apply to improper usage of the Licensed Works by the Sub-Licensee or Authorised Users. BL Licensor makes no representation or warranty, and expressly disclaims any liability liability, with respect to the content of the Licensed WorksWork, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. It is expressly agreed that any use by the Licensee or by any Authorised Users of the Licensed Work is at the Licensee's sole risk. 10.3 12.3 The Sub-Licensee agrees to notify BL the Licensor immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works matter contained in or related to the Licensed WorksWork. It is expressly agreed that upon such notification, or if the Licensor becomes aware of such a claim from other sources, BL the Licensor may in its sole discretion remove such work(smatter(s) from the Licensed WorksWork. At the request of BLthe Licensor, the Sub- Licensee will make all reasonable efforts to remove such work(smatters(s) from any copies of the Licensed Works Work maintained by the Sub-LicenseeLicensee and shall use its best endeavours to remove such matters from any copies of the Licensed Work in the possession or control of the Authorised Users or Authorised Consultants. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-LicenceAgreement. 10.4 Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above and to 12.4 To the extent permitted by law, BL the Licensor shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL reserves 12.5 The Licensee shall fully indemnify the right Licensor against all claims, demands, actions, costs, expenses (including but not limited to change the contentfull legal costs and disbursements), presentationlosses and damages arising from or incurred by reason of any default, user facilities act or availability of parts omission of the Licensed Works and Licensee or its Authorised Users connected with any infringement or alleged infringement (including but not limited to make changes in any software used to deliver the Licensed Works at their sole discretion. BL will notify the Sub-Licensee defence of such alleged infringements) of any substantial change to Intellectual Property Rights enforceable in the Licensed WorksUnited Kingdom in connection with the subject matter of this Licence. 10.7 Other than the express warranties stated in this Clause 10, the 12.6 The Licensed Works are Work is provided on an “"as is” " basis, and BL the Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works Work or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL The Licensor further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL The Licensor accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed WorksWork. 10.8 12.7 The Sub-Licensee represents to BL the Licensor that its computer system through which the Licensed Works Work will be used is configured, and procedures are in place, to prohibit access to the Licensed Works Work by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksLicense; and that during the term of this Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts use its best endeavours to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 The Sub-Licensee Pioneer will comply fully and ensure its Affiliates and allowed sublicensees similarly comply fully with all applicable laws and regulations of applicable Governmental Bodies regarding the growing, conditioning/processing, treatment, packaging, testing, transportation, importation, handling, storage, distribution and disposal of Germplasm, Progeny Germplasm and Traited Germplasm. NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS, EXTENDS ANY OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, OR ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO: THE PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE GERMPLASM, PROGENY GERMPLASM OR TRAITED GERMPLASM THE SUITABILITY, COMPLETENESS OR ACCURACY OF INFORMATION OR OTHER DATA PROVIDED IN CONNECTION WITH THIS AGREEMENT; THE SCOPE OR VALIDITY OF ANY PATENT OR PVP/PBR CERTIFICATES OF THE GERMPLASM, PROGENY GERMPLASM OR TRAITED GERMPLASM; OR ANY GERMPLASM, PROGENY GERMPLASM OR TRAITED GERMPLASM BEING FREE FROM INFRINGEMENT OF PATENTS To Licensor's knowledge, the Germplasm are distinct, uniform and stable alfalfa varieties. Each Party hereby represents and warrants that any information transmitted to the other Party under this Agreement has not been received or generated under any restrictions from, or in any manner as to obligate an employee of Licensor, to any third party, and that the transfer of such information to Pioneer is free and unencumbered by said third parties. Each Party represents and warrants that it has sufficient authority and rights is not under any obligation to enter into and perform its obligations under this Sub-Licence. 10.2 BL represents and warrants that it has the right to grant the Sub-Licence and that to the best of its knowledge the use of the Licensed Works by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage of the Licensed Works by the Sub-Licensee or Authorised Users. BL makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 The Sub-Licensee agrees to notify BL immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims restriction by any third party that would prevent it from entering into this Agreement. Licensor warrants the Licensor is legally entitled to grant the license granted in connection with Article II(1). Pioneer agrees to save, defend, indemnify and hold Licensor, its Affiliates and their respective members, shareholders, employees, directors, officers, representatives and agents harmless from and against any works contained in and all claims, demands, suits and actions, causes of action for any loss, liability, obligation, injury, damage, costs and expenses, (including without limitation fees and expenses of attorneys, investigators, and experts and other costs and expenses incident to any suit, action or proceeding) of any kind whatsoever ("Claims") against Licensor resulting from any wrongful use by Pioneer or its Affiliates of the Licensed Works. It is expressly agreed that upon such notificationGermplasm, Progeny Germplasm, Traited Germplasm or Traits including Claims resulting solely from the gross negligence, misconduct, deliberate misrepresentation, or if the Licensor becomes aware of such a claim from other sources, BL may remove such work(s) from the Licensed Works. At the request of BL, the Sub- Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence Agreement by any Authorised User provided that the Sub-Licensee did not causePioneer, knowingly assist or condone the continuation of such breach after becoming aware as adjudicated by decision of a an actual breach having occurred. 10.5 Subject to court of competent jurisdiction, unappealable or unappealed within the above and to the extent permitted time provided by law. Licensor agrees to save, BL shall not be liable to the Sub-Licensee for any loss or damage including any loss of profitsdefend, goodwillindemnify and hold Pioneer, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL reserves the right to change the contentits Affiliates and their respective members, presentationshareholders, user facilities or availability of parts of the Licensed Works employees, directors, officers, representatives and to make changes in any software used to deliver the Licensed Works at their sole discretion. BL will notify the Sub-Licensee of any substantial change to the Licensed Works. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Works are provided on an “as is” basis, agents harmless from and BL disclaims against any and all other warrantiesClaims against Pioneer resulting from any wrongful use by Licensor or its Affiliates of the Germplasm, conditionsProgeny Germplasm, Traited Germplasm or Traits including Claims resulting solely from the gross negligence, misconduct, deliberate misrepresentation, or representations (express, implied, oral or written), relating to the Licensed Works or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed Works. 10.8 The Sub-Licensee represents to BL that its computer system through which the Licensed Works will be used is configured, and procedures are in place, to prohibit access to the Licensed Works by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Works; and that during the term breach of this Sub-LicenceAgreement by Licensor, as adjudicated by decision of a court of competent jurisdiction, unappealable or unappealed within the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Userstime provided by law. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 A. The SubSellers hereby represent and warrant to Ryan Beck: (i) they have full limited liabilitx xxxxxxx power and authority to execute and deliver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby; (ii) the execution and delivery by them of this Agreement, and the performance by them of their obligations hereunder, including the authority to sell, assign and transfer to Ryan Beck all of the equity interests of GMX xxxx xx any lien or encumbrance, have been duly and validly authorized by their respective Executive Committees, no other action on their part being necessary; (iii) The GMS Group, L.L.C. is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and the sole member of GMS has authorized the sale of its entire equity interest in GMS to Ryan Beck as contemplated herein; (iv) the Sellers have title to all of the Acquired Assets, free and clear of any lien, except that some of the real property leases, furniture, fixture and equipment, and third party vendor contracts may be subject to non-Licensee assignment or non-sublet provisions or be subject to leases, liens or other encumbrances. (v) the Termination and Settlement Agreement, dated the date hereof, among Sellers, Ryan Beck and Ladenburg has been executed axx xx xxxective. (vi) There is not a material level of deficit Customer Accounts. B. Ryan Beck hereby represents and warrants that to the Sellers: (x) after the Closing Date, Ryan Beck will be solvent and able to meet xxx xxxxxations in the ordinary course of its business; (ii) after the Closing Date, Ryan Beck will meet all regulatory capital xxxxxxxxxnts; (iii) after the Closing Date, Ryan Beck will be financially able to, and xxxx, xxxform the obligations assumed by it hereunder in accordance with their terms; (iv) Ryan Beck has sufficient full limited liability company power xnd authority to execute and rights deliver this Agreement and to enter into and perform its obligations hereunder and to consummate the transactions contemplated hereby; (v) Ryan Beck is a limited liability company duly xxxxxxzed, validly existing and in good standing under the laws of the state of New Jersey; and (vi) the execution and delivery by it of this Sub-LicenceAgreement, and the performance by it of its obligations hereunder, have been duly and validly authorized by its Executive Management Committee and its sole member, no other action on its part being necessary. 10.2 BL represents C. the Sellers shall jointly and warrants that it has the right to grant the Sub-Licence severally indemnify Ryan Beck and that to the best its affiliates for any losses any of its knowledge the use of the Licensed Works by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage of the Licensed Works by the Sub-Licensee txxx xxxxxins arising from or Authorised Users. BL makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 The Sub-Licensee agrees to notify BL immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with (i) a breach of any works contained of the representations and warranties of the Sellers, (ii) other costs or losses in connection with the Licensed Works. It is expressly agreed operation of the business prior to the Closing Date that upon such notificationdo not constitute an Assumed Liability, or if the Licensor becomes aware of such a claim from other sources, BL may remove such work(s(iii) from the Licensed Works. At the request of BL, the Sub- Licensee will make all reasonable efforts to remove such work(s) from any copies Liabilities of the Licensed Works maintained Sellers which are not expressly assumed by Ryan Beck. D. Ryan Beck shall indemnify the Sub-Licensee. Failure to report knowledge Sellers anx xxxxx xffiliates for any losses any of them sustains arising from or in connection with (i) a breach of any actual of the representations and warranties of Ryan Beck, (ii) other costs or threatened claim by losses in connection with xxx operation of the business after the Closing Date, or (iii) any third party shall be deemed a material breach of this Sub-LicenceAssumed Liabilities. 10.4 Nothing in this Sub-Licence E. Losses indemnifiable by either party under paragraphs C or D above shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence by any Authorised User provided that the Sub-Licensee did not causeexpressly exclude consequential damages, knowingly assist special or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above incidental damages, punitive damages, exemplary damages, enhanced damages, multiple damages, indirect damages and other penalty or speculative damages, except to the extent permitted by law, BL shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought such damages are recovered by a third partyparty against the party entitled to indemnification hereunder. 10.6 BL reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works and to make changes in any software used to deliver the Licensed Works at their sole discretion. BL will notify the Sub-Licensee of any substantial change to the Licensed Works. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Works are provided on an “as is” basis, and BL disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed Works. 10.8 The Sub-Licensee represents to BL that its computer system through which the Licensed Works will be used is configured, and procedures are in place, to prohibit access to the Licensed Works by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Works; and that during the term of this Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-LicenceAgreement. 10.2 BL The Library represents and warrants that it has the right is entitled to grant the Sub-Licence in this Agreement and that to the best of its knowledge the use of the Licensed Works THIEME Chemistry Package Database by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence Agreement shall not infringe the copyright or other proprietary or intellectual property rights of any third partynatural or legal person. The foregoing shall not apply to improper usage of the Licensed Works THIEME Chemistry Package Database by the Sub-Licensee or Authorised Users. BL The Library makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, THIEME Chemistry Package Database including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 The Sub-Licensee agrees to notify BL Xxxxx Xxxxxx Verlag KG and Library immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksTHIEME Chemistry Package Database. It is expressly agreed that upon such notification, or if the Licensor Xxxxx Xxxxxx Verlag KG becomes aware of such a claim from other sources, BL Xxxxx Xxxxxx Verlag KG may remove such work(s) from the Licensed Works. THIEME Chemistry Package Database At the request of BLXxxxx Xxxxxx Verlag KG, the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works THIEME Chemistry Package Database maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 Nothing in this Sub-Licence Agreement shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence Agreement by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above and to the extent permitted by law, BL the Library shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL Xxxxx Xxxxxx Verlag KG reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works THIEME Chemistry Package Database and to make changes in any software used to deliver the Licensed Works THIEME Chemistry Package Database at their sole discretion. BL A notification will notify be given to the Sub-Licensee of any substantial change changes to the Licensed WorksTHIEME Chemistry Package Database. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Works are THIEME Chemistry Package Database is provided on an “as is” basis, and BL the Library disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works THIEME Chemistry Package Database or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL The Library further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL The Library accepts no liability for loss suffered or incurred by the Sub-Licensee Authorised Institution or Authorised Users as a result of their reliance on the Licensed WorksTHIEME Chemistry Package Database. 10.8 The Sub-Licensee represents to BL the Library that its computer system through which the Licensed Works THIEME Chemistry Package Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Works THIEME Chemistry Package Database by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksTHIEME Chemistry Package Database; and that during the term of this Agreement, the Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-LicenceAgreement. 10.2 BL THE LIBRARY represents and warrants that it has the right is entitled to grant the Sub-Licence in this Agreement and that to the best of its knowledge the use of the Licensed Works RSC DATABASE by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence Agreement shall not infringe the copyright or other proprietary or intellectual property rights of any third partynatural or legal person. The foregoing shall not apply to improper usage of the Licensed Works RSC DATABASE by the Sub-Licensee or Authorised Users. BL THE LIBRARY on its own behalf and on behalf of the Publisher, makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Works, RSC DATABASE including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 The Sub-Licensee agrees to notify BL PUBLISHER and THE LIBRARY immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksRSC DATABASE. It is expressly agreed that upon such notification, or if the Licensor PUBLISHER becomes aware of such a claim from other sources, BL PUBLISHER may or may instruct THE LIBRARY to remove such work(s) from the Licensed WorksRSC DATABASE. At the request of BLPUBLISHER, the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works RSC DATABASE maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 Nothing in this Sub-Licence Agreement shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence Agreement by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above and to the extent permitted by law, BL neither THE LIBRARY nor PUBLISHER shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL PUBLISHER reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works RSC DATABASE and to make changes in any software used to deliver the Licensed Works RSC DATABASE at their sole discretion. BL A notification will notify be given to the Sub-Licensee of any substantial change changes to the Licensed WorksRSC DATABASE. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Works are RSC DATABASE is provided on an “as is” basis, and BL disclaims THE LIBRARY and PUBLISHER disclaim any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works RSC DATABASE or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL THE LIBRARY and Publisher further expressly disclaims disclaim any warranty or representation to Authorised Users, or to any third party. BL Neither THE LIBRARY nor PUBLISHER accepts no any liability for loss suffered or incurred by the Sub-Licensee Authorised Institution or Authorised Users as a result of their reliance on the Licensed WorksRSC DATABASE. 10.8 The Sub-Licensee represents to BL THE LIBRARY that its computer system through which the Licensed Works RSC DATABASE will be used is configured, and procedures are in place, to prohibit access to the Licensed Works RSC DATABASE by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksRSC DATABASE; and that during the term of this Agreement, the Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL THE LIBRARY and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 The Sub-Licensee 8.1 Subject to Section 8.2 and 8.3, FATE shall use the PATENT RIGHTS at its own risk. FATE understands and acknowledges that MDC, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the MDC TECHNOLOGY. MDC, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by MDC which may be dominant or subordinate to the PATENT RIGHTS, nor does MDC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by MDC. With respect to patent prosecution, MDC’s diligence shall be limited to (a) managing and overseeing the work conducted by qualified patent counsel of its choice to the same degree of care and diligence generally exercised by research institutions, and (b) reasonably responding to requests made by outside patent counsel in a prompt manner. MDC’s liability for payment of damages for patent prosecution shall be limited to those arising from its gross negligence. MDC shall not be liable for mistakes made by its competent outside patent counsel. 8.2 Each PARTY represents and warrants that it has sufficient full authority to execute the license and rights to enter into and perform its undertake the obligations under this Sub-Licence. 10.2 BL therein. Each PARTY represents and warrants that the execution of this Agreement by such PARTY does not create a breach or default under any other agreement to which it is a party or by which it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such PARTY. 8.3 MDC represents that it has the right authority to grant the Subrights in the EXCLUSIVE LICENSE under the PATENT RIGHTS and the LICENSED KNOW-Licence HOW and that the PATENT RIGHTS are free and clear of any liens, charges and encumbrances that would adversely affect the rights granted to FATE hereunder. MDC represents and warrants that on the EFFECTIVE DATE there are no actions, suits or claims pending, asserted, or threatened challenging MDC’s ownership or control of the PATENT RIGHTS. MDC represents and warrants that to the best of its knowledge the use or what reasonably should have been known as of the Licensed Works by EFFECTIVE DATE, it is the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage exclusive owner of the Licensed Works by the Sub-Licensee or Authorised Users. BL makes no representation or warranty, PATENT RIGHTS and expressly disclaims any liability with respect to the content that it has received all assignments of rights and interests from each inventor of the Licensed Works, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 The Sub-Licensee agrees to notify BL immediately and provide full particulars in the event that it becomes aware of any PATENT RIGHTS. Should MDC’s actual or threatened claims by any third party in connection with any works contained in the Licensed Works. It is expressly agreed that upon such notification, or if the Licensor becomes aware of such a claim from other sources, BL may remove such work(s) from the Licensed Works. At the request of BL, the Sub- Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party of the representations and warranties made in this Section 8.3 materially change, MDC shall be deemed a material breach notify FATE in due course of this Sub-Licencebusiness. 10.4 Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence by any Authorised User provided 8.4 MDC represents and warrants that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above and to the extent permitted by law, BL it shall not be liable to the Sub-Licensee for (a) enter into any loss agreement, instrument or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works and to make changes in any software used to deliver the Licensed Works at their sole discretion. BL will notify the Sub-Licensee of any substantial change to the Licensed Works. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Works are provided on an “as is” basis, and BL disclaims any and all other warranties, conditions, or representations (express, impliedunderstanding, oral or written), relating to the Licensed Works with any third party or (b) grant any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL further expressly disclaims any warranty or representation to Authorised Users, or license to any third party. BL accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed Works. 10.8 The Sub-Licensee represents party relating to BL that its computer system through which the Licensed Works will be used is configured, and procedures are in place, to prohibit access to the Licensed Works by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Works; and that intellectual property rights it controls, in each case (a) or (b) which would conflict or interfere with any of the rights or licenses granted to FATE hereunder during the term of this Sub-Licence, the Sub- Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised UsersAGREEMENT. 10.9 The Sub-licensee shall 8.5 FATE agrees to hold harmless and indemnify BL the MDC, as well as their officers, employees and agents (collectively, “INDEMNITEES”) from and against all lossesany claims, costsdemands, damages and expenses incurred or causes of action whatsoever, including without limitation those arising out on account of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death of persons or damage to property caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by FATE, its negligence AFFILIATES and the negligence of its SUBLICENSEES or their respective officers, employees, authorised sub-agents or representatives. 8.6 MDC and FATE are not acting as agents or contractors for the respective other party. This AGREEMENT shall not create a partnership among the PARTIES. 8.7 FATE, by execution of this AGREEMENT, acknowledges and agentsagrees that it has not been induced in any way by MDC or any of their employees or agents to enter into this AGREEMENT. 8.8 Neither PARTY shall use the name, trademarks, or other marks of the other PARTY without its advance written consent.

Representations Warranties and Indemnification. 10.1 11.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-Licence. 10.2 BL 11.2 JISC Collections represents and warrants that it has the right to grant the Sub-Licence and that to the best of its knowledge the use of the Licensed Works Material by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage of the Licensed Works Material by the Sub-Licensee or Authorised Users. BL JISC Collections makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed WorksMaterial, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 11.3 The Sub-Licensee agrees to notify BL immediately the Publisher and JISC Collections within 48 hours and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksMaterial. It is expressly agreed that upon such notification, or if the Licensor Publisher becomes aware of such a claim from other sources, BL the Publisher may remove such work(s) from the Licensed WorksMaterial. At the request of BLthe Publisher, the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works Material maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 11.4 Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 11.5 Subject to the above and to the extent permitted by law, BL JISC Collections shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL 11.6 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works Material and to make changes in any software used to deliver the Licensed Works Material at their sole discretion. BL JISC Collections will notify the Sub-Licensee of any substantial change to the Licensed WorksMaterial. 10.7 11.7 Other than the express warranties stated in this Clause 1011, the Licensed Works are Material is provided on an “as is” basis, and BL JISC Collections disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works Material or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL JISC Collections further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL JISC Collections accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed WorksMaterial. 10.8 11.8 The Sub-Licensee represents to BL JISC Collections that its computer system through which the Licensed Works Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Works Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksMaterial; and that during the term of this Sub-Licence, the Sub- Sub-Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL 11.9 JISC Collections and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.

Representations Warranties and Indemnification. 10.1 11.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Sub-Licence. 10.2 BL 11.2 NEICON represents and warrants that it has the right to grant the Sub-Licence and that to the best of its knowledge the use of the Licensed Works Material by the Sub-Licensee and Authorised Users in accordance with the terms of this Sub-Sub- Licence shall not infringe the copyright of any third party. The foregoing shall not apply to improper usage of the Licensed Works Material by the Sub-Licensee or Authorised Users. BL NEICON makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed WorksMaterial, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. 10.3 11.3 The Sub-Licensee agrees to notify BL immediately Cambridge University Press and NEICON within 48 hours and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed WorksMaterial. It is expressly agreed that upon such notification, or if the Licensor Cambridge University Press becomes aware of such a claim from other sources, BL Cambridge University Press may remove such work(s) from the Licensed WorksMaterial. At the request of BLCambridge University Press, the Sub- Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed Works Material maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. 10.4 11.4 Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Sub- Licence by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 11.5 Subject to the above and to the extent permitted by law, BL NEICON shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 BL 11.6 Cambridge University Press reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Works Material and to make changes in any software used to deliver the Licensed Works Material at their sole discretion. BL NEICON will notify the Sub-Licensee of any substantial change to the Licensed WorksMaterial. 10.7 11.7 Other than the express warranties stated in this Clause 1011, the Licensed Works are Material is provided on an “as is” basis, and BL NEICON disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Works Material or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. BL NEICON further expressly disclaims any warranty or representation to Authorised Users, or to any third party. BL NEICON accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed WorksMaterial. 10.8 11.8 The Sub-Licensee represents to BL NEICON that its computer system through which the Licensed Works Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Works Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed WorksMaterial; and that during the term of this Sub-Licence, the Sub- Sub-Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users. 10.9 The Sub-licensee shall indemnify BL against all losses, costs, damages and expenses incurred arising out of any act of default, negligence, or failure to fulfil statutory and contractual obligations by the Sub-licensee or its servants, and against all actions, claims, demands or legal proceedings in respect thereof. 10.10 BL 11.9 NEICON and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for personal injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors and agents.