Common use of Representations Warranties and Indemnification Clause in Contracts

Representations Warranties and Indemnification. 7.1 The LICENSEE shall use the MATERIAL and the PATENT RIGHTS at its own risk. All claims based on legal or other defects of the MATERIAL and/or PATENT RIGHTS shall be excluded. In particular, HMGU is not liable if the use of the MATERIAL and/or PATENT RIGHTS infringes the rights of third parties or if the inventions which are the subject matter of the PATENT RIGHTS are not patentable. 7.2 HMGU declares that, to the best of its knowledge as of the EFFECTIVE DATE, (a) it is the sole owner of the PATENT RIGHTS, (b) it has not previously assigned, conveyed or otherwise encumbered its right, title and interest in the PATENT RIGHTS in a manner that would make grant of the licenses hereunder legally impossible and (c) it has the right to grant the license rights herein. HMGU makes no representation or warranty – whether express or implied – as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development and/or breadth of the technology covered by the PATENT RIGHTS. 7.3 In any case of liability for damages among the Parties, such liability is limited to foreseeable damages. Liability for lost profits is excluded. Except as stipulated in Sections 3.2, 6.1 and 6.3 above, the obligation and liabilities of LICENSEE (including, without limitation, payment and indemnification) under this Agreement shall be sole (and not joint and several) with respect to the acts or omissions of LICENSEE. 7.4 LICENSEE indemnifies and holds HMGU harmless from any liability and all claims arising from LICENSEE’S use of the MATERIAL and/or PATENT RIGHTS, including claims by third parties which are based on the allegation that such third party has been injured or harmed by a LICENSED PRODUCT and/or LICENSED SERVICE. 7.5 HMGU on one side and the LICENSEE on the other are not acting as agents or contractors for the respective other side. This Agreement shall not create a partnership among the Parties. 7.6 HMGU may not use the name of the LICENSEE and LICENSEE may not use HMGU’s name for any advertisement or promotional purpose without the prior written consent of the respective other Party. However, the Parties or their technology transfer partners shall be entitled to issue a press release informing the public about the licenses granted hereunder without disclosing any CONFIDENTIAL INFORMATION belonging to the other Party or information that may harm the legitimate business interests of the other Party. Each Party will present to the other Party a draft Press Release within a reasonable time period but at least […***…] prior to the anticipated publication date. In case the other Party objects to the publication of the press release within […***…] from receipt, the Parties will amicably and expeditiously collaborate in order to find a version which suits both Parties’ needs.

Representations Warranties and Indemnification. 7.1 The LICENSEE shall use 8.1 Inserm Transfert represents and warrants to Licensee it is fully authorized by Inserm to grant licenses under the MATERIAL Licensed Subject Matter and that neither it nor Inserm have entered into any other agreement of any kind that could directly or indirectly, in all or in part, encumbered the present license. 8.2 Licensee hereby represents and warrants to Inserm Transfert and Inserm that it has had access to all patent files and information necessary to fully appreciate the scope of the Patent Rights and of the Licensed Subject Matter granted hereunder. Licensee acknowledges that the Patent Rights and the PATENT RIGHTS at its own riskLicensed Subject Matter are licensed “as-is” without any warranties express or implied except as expressly set out in Article 8.1. All claims based on legal Neither Inserm Transfert nor Inserm nor the inventors offer any warranty express or other defects implied as to the grant, validity or scope of the MATERIAL and/or PATENT RIGHTS shall be excludedPatent Rights under this Agreement. In particularNo warranties, HMGU is not liable if express or implied, are offered under this Agreement (i) as to the absence of innocuity, the merchantability or fitness for a particular purpose of the Licensed Subject Matter, the quality and performance of the Products or (ii) that the use of the MATERIAL and/or PATENT RIGHTS infringes the Licensed Subject Matter by Licensee, its Affiliates or Sublicensees, did not, does not and will not infringe any other patents or any other rights of third parties or if (iii) that the inventions which are the subject matter Licensed Subject Matter has not, is not or will not be infringed by any third party. 8.3 Notwithstanding any determination that one or more of the PATENT RIGHTS patents included in the Patent Rights are invalid, or that the practice of the Patent Rights infringes the intellectual property rights of third parties, Licensee shall not patentablein any case be entitled to any reimbursement of the amounts already paid or any reduction of the sums due under this Agreement, or to the payment of any damages. 7.2 HMGU declares that8.4 Subject to Article 8.1, it is agreed that the Agreement is entered into at Licensee’s sole risks. The risks deriving from the performance of the Agreement and/or a potential defect in one or several Patent Rights rest solely on Licensee which accepts them. As a consequence, Licensee shall not in any case be entitled to any reimbursement of the amounts already paid or any reduction of the sums due under this Agreement, or to the best payment of its knowledge as any damages in case it suffers any damage of the EFFECTIVE DATE, (a) it is the sole owner of the PATENT RIGHTS, (b) it has not previously assigned, conveyed or otherwise encumbered its right, title and interest in the PATENT RIGHTS in a manner that would make grant of the licenses hereunder legally impossible and (c) it has the right to grant the license rights herein. HMGU makes no representation or warranty – whether express or implied – as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development and/or breadth of the technology covered whatever nature caused by the PATENT RIGHTS. 7.3 In any case of liability for damages among Products and/or deriving from the Parties, such liability is limited to foreseeable damages. Liability for lost profits is excluded. Except as stipulated in Sections 3.2, 6.1 and 6.3 above, the obligation and liabilities of LICENSEE (including, without limitation, payment and indemnification) under this Agreement shall be sole (and not joint and several) with respect to the acts or omissions of LICENSEE. 7.4 LICENSEE indemnifies and holds HMGU harmless from any liability and all claims arising from LICENSEE’S use of the MATERIAL and/or PATENT RIGHTS, including claims by third parties which are based on the allegation that such third party has been injured or harmed by a LICENSED PRODUCT and/or LICENSED SERVICEPatent Rights. 7.5 HMGU on one side and the LICENSEE on the other are not acting as agents or contractors for the respective other side. This Agreement shall not create a partnership among the Parties. 7.6 HMGU may not use the name of the LICENSEE and LICENSEE may not use HMGU’s name for any advertisement or promotional purpose without the prior written consent of the respective other Party. However, the Parties or their technology transfer partners 8.5 Licensee shall be entitled to issue a press release informing solely responsible for ensuring that the public about the licenses granted hereunder without disclosing any CONFIDENTIAL INFORMATION belonging to the other Party or information that may harm the legitimate business interests of the other Party. Each Party will present to the other Party a draft Press Release within a reasonable time period but at least […***…] prior to the anticipated publication date. In case the other Party objects to the publication of the press release within […***…] from receipt, the Parties will amicably Products are in compliance with all applicable laws and expeditiously collaborate in order to find a version which suits both Parties’ needsregulations.

Representations Warranties and Indemnification. 7.1 The LICENSEE shall use the MATERIAL and the PATENT RIGHTS at its own risk. All claims based on legal or other defects of the MATERIAL and/or PATENT RIGHTS shall be excluded. In particular, HMGU is not liable if the use of the MATERIAL and/or PATENT RIGHTS infringes the rights of third parties or if the inventions which are the subject matter of the PATENT RIGHTS are not patentable. 7.2 HMGU declares that, to the best of its knowledge as of the RESTATEMENT EFFECTIVE DATE, (a) it is the sole owner of the PATENT RIGHTS, (b) it has not previously assigned, conveyed or otherwise encumbered its right, title and interest in the PATENT RIGHTS in a manner that would make grant of the licenses hereunder legally impossible and (c) it has the right to grant the license rights herein. HMGU makes no representation or warranty – whether express or implied – as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development and/or breadth of the technology covered by the PATENT RIGHTS. 7.3 In any case of liability for damages among the PartiesPARTIES, such liability is limited to foreseeable damages. Liability for lost profits is excluded. Except as stipulated in Sections 3.2, 6.1 and 6.3 above, the obligation and liabilities of LICENSEE (including, without limitation, payment and indemnification) under this Agreement AGREEMENT shall be sole (and not joint and several) with respect to the acts or omissions of LICENSEE. 7.4 LICENSEE indemnifies and holds HMGU harmless from any liability and all third party claims arising from LICENSEE’S ’s use of the MATERIAL and/or PATENT RIGHTS, including claims by third parties which are based on the allegation that such third party has been injured or harmed by a LICENSED PRODUCT and/or LICENSED SERVICE. 7.5 HMGU on one side and the LICENSEE on the other are not acting as agents or contractors for the respective other side. This Agreement AGREEMENT shall not create a partnership among the PartiesPARTIES. 7.6 HMGU may not use the name of the LICENSEE and LICENSEE may not use HMGU’s name for any advertisement or promotional purpose without the prior written consent of the respective other PartyPARTY. However, the Parties PARTIES or their technology transfer partners shall be entitled to issue a press release informing the public about the licenses granted hereunder without disclosing any CONFIDENTIAL INFORMATION belonging to the other Party PARTY or information that may harm the legitimate business interests of the other PartyPARTY. Each Party PARTY will present to the other Party PARTY a draft Press Release within a reasonable time period but at least […***…] prior to the anticipated publication date. In case the other Party PARTY objects to the publication of the press release within […***…] from receipt, the Parties PARTIES will amicably and expeditiously collaborate in order to find a version which suits both PartiesPARTIES’ needs.

Representations Warranties and Indemnification. 7.1 The LICENSEE shall use 7.1. Each party represents and warrants to the MATERIAL other that (i) it has the full right and authority to enter into this Agreement, grant the PATENT RIGHTS at rights and licenses granted herein and perform each of its own risk. All other obligations hereunder; (ii) this Agreement has been duly authorized and approved by all necessary corporate action on the part of such party; (iii) it has not previously granted, and will not grant, any rights in conflict with the rights and licenses granted herein; and (iv) there are no existing or threatened actions, suits or claims based on legal pending against it with respect to Crucell Technology or other defects DSM Technology or its right to enter into and perform its obligations under this Agreement which would restrict, interfere with or impose any costs, obligations, liens or encumbrances in respect of the MATERIAL and/or PATENT RIGHTS shall be excludedrights granted to either party hereunder. 7.2. In particular, HMGU is not liable if the use Crucell furthermore warrants and represents that (i) it has full and unrestricted ownership of the MATERIAL and/or PATENT RIGHTS infringes Crucell Technology and, except as disclosed in Schedule 7.2, that it has not granted any rights to third parties that may interfere with or violate the provisions and purposes of this Agreement (ii) there are no facts or circumstances known to Crucell on the date of signing this Agreement which could potentially interfere with or otherwise detrimentally affect the full enjoyment by DSM of the rights of third parties granted to it under this Agreement or if the inventions which are the subject matter achievement of the PATENT RIGHTS are not patentable. 7.2 HMGU declares that, purposes set forth herein and (iii) to the best of its knowledge at the date of signature of this Agreement the Crucell Technology as licensed by Crucell to DSM hereunder with the purpose to establish an expression platform and to perform the activities contemplated in the Development Program do not infringe third party intellectual property rights. For the avoidance of doubt, it is understood by the EFFECTIVE DATE, parties that the aforementioned representation and warranty under (iii) does not apply to the extent of (a) it is activities performed by DSM under the sole owner of Development Program in as far as using technology other than the PATENT RIGHTSCrucell Technology, (b) it has activities not previously assigned, conveyed or otherwise encumbered its right, title and interest in falling under the PATENT RIGHTS in a manner that would make grant of the licenses hereunder legally impossible and Development Program and/or (c) it has the right to grant the license rights hereinmanufacturing activities. 7.3. HMGU makes no DSM and Crucell specifically disclaim any representation or warranty – whether express that the Development Program will be successful, in whole or implied – as in part. The failure of the Parties to successfully develop improvements to Crucell Technology or DSM Technology or the application thereof to the operability research or fitness for manufacture of Products will not constitute a breach of any userepresentation or warranty or other obligation under this Agreement. EXCEPT FOR WARRANTIES PROVIDED FOR IN THIS AGREEMENT, safetyDSM AND CRUCELL EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS, efficacyEXPRESS, approvability by regulatory authoritiesIMPLIED, time STATUTORY OR OTHERWISE, WITH RESPECT TO THE DEVELOPMENT PROGRAM AND THE DSM TECHNOLOGY AND CRUCELL TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR VALIDITY. 7.4. Each party (the "Indemnifying Party") shall indemnify the other and cost its Affiliates and their respective directors, officers, employees and agents and the successors and assigns of development and/or breadth any of the technology covered by foregoing (the PATENT RIGHTS. 7.3 In "Indemnitees") and protect, defend, save and hold each Indemnitee harmless from and against any case of liability for damages among the Partiesand all liabilities, such liability is limited to foreseeable damages. Liability for lost profits is excluded. Except as stipulated in Sections 3.2, 6.1 and 6.3 abovelosses, the obligation and liabilities of LICENSEE settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, payment reasonable attorneys' fees and indemnificationother expenses of litigation) (each of the foregoing, a "Claim") incurred by any Indemnitee, arising from or occurring as a result of the breach of any representation or warranty of the Indemnifying Party made herein. Each Party's indemnification obligation under the previous sentence shall be limited to an amount equal to • Million Euro in the aggregate. In addition: 7.4.1. Crucell shall indemnify DSM and its Affiliates and hold DSM and its Affiliates harmless from and against Claims to the extent directly arising from PER.C6 Cells or Crucell Technology. Notwithstanding the foregoing, Crucell's indemnification obligation pursuant to the previous sentence shall be limited to an amount equal to • million Euros in the aggregate, provided that the foregoing limitation shall not apply in the event Crucell is judicially determined to have acted with gross negligence or willful misconduct in respect of a Claim as to which indemnification is sought. 7.5. A party (the "Indemnitee") that intends to claim indemnification under this Agreement Section shall be sole promptly notify the other party (the "Indemnitor") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee or any of its Affiliates or their respective directors, officers, employees or agents intend to claim such indemnification, and not joint and several) with respect the Indemnitor shall have the right to participate in, and, to the acts or omissions extent Indemnitor so desires, to assume the defense thereof with counsel of LICENSEE. 7.4 LICENSEE indemnifies and holds HMGU harmless from its choice to which the Indemnitee shall have no reasonable objection. In addition, the Indemnitee shall have the right to participate in, but not control, the defense of any liability and all claims arising from LICENSEE’S use Claim with counsel of the MATERIAL and/or PATENT RIGHTS, including claims its choice at its own expense. The indemnity provided by third parties which are based on the allegation that such third party has been injured or harmed by a LICENSED PRODUCT and/or LICENSED SERVICE. 7.5 HMGU on one side and the LICENSEE on the other are not acting as agents or contractors for the respective other side. This Agreement this Section shall not create a partnership among the Parties. 7.6 HMGU may not use the name apply to amounts paid in settlement of the LICENSEE and LICENSEE may not use HMGU’s name for any advertisement or promotional purpose Claim if such settlement is effected without the prior written consent of the respective other PartyIndemnitor, which consent shall not be unreasonably withheld. However, the Parties or their technology transfer partners shall be entitled The failure to issue a press release informing the public about the licenses granted hereunder without disclosing any CONFIDENTIAL INFORMATION belonging deliver written notice to the other Party or information that may harm the legitimate business interests of the other Party. Each Party will present to the other Party a draft Press Release Indemnitor within a reasonable time period but at least […***…] prior after becoming aware of a Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the anticipated publication dateIndemnitee under this Section with respect to such Claim. In case The Indemnitee under this Section, including its employees and agents, shall cooperate fully with the other Party objects Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this Indemnification. 7.6. Each party shall use all commercially reasonable efforts to maintain liability insurance with respect to its activities and liabilities hereunder or contemplated hereby. Such insurance shall be in such amounts and subject to such deductibles as the publication of parties may agree, based on standards prevailing in the press release within […***…] industry from receipt, the Parties will amicably and expeditiously collaborate in order time to find a version which suits both Parties’ needstime.