Common use of Representations, Warranties and Indemnities Clause in Contracts

Representations, Warranties and Indemnities. A. Each party represents and warrants to the other that it is duly organized and validly existing under the laws of the state of its organization, that it has the requisite corporate or limited liability company authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution and performance of its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party represents and warrants to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld). I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. 10.1 Each party Party hereby represents and warrants to the other that it Party as of the Effective Date as follows: (a) Such Party (i) is duly organized formed and validly existing in good standing under the laws of the state jurisdiction of its organizationformation, that it (ii) has the requisite corporate or limited liability company power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder, and that (iii) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered in a proceeding at law or equity. (b) All necessary consents, approvals and authorizations of all regulatory and governmental authorities required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Productbeen obtained. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledgeWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party represents and warrants to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules (c) The execution and regulations delivery of this Agreement and the performance of such Party’s obligations hereunder (1) do not and will not conflict with or violate any requirement of Applicable Law or any provision of the United States and any applicable foreignarticles of incorporation, statebylaws, limited partnership agreement or other similar documents of such Party, and local governments (2) do not and governmental entitieswill not conflict with, including without limitation all Facilities Certifications (as to Endo)violate, or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound. D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY 10.2 CAMBER further represents and warrants that: (a) Ali Product delivered hereunder shall (i) BY PPG AS TO THE PATENTABILITYas of delivery and for the duration of the Product’s Shelf Life, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCTcomply with the Production Standards (“Warranty”); OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend be free and hold Endo and its Affiliates and sublicensees harmless from clear of any and all third-encumbrances, liens or other third party claims to claims; (iii) be Manufactured in compliance with applicable Regulatory Standards; (iv) not be adulterated or misbranded within the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason meaning of the manufactureFD&C Act, use or sale by Endo and (v) not be articles that, under the provisions of Sections 404 and 505 of the Designated Product(sFD&C Act, may not be introduced into interstate commerce. (b) CAMBER has the unrestricted right and authority to appoint KADMON as a Distributor of the extent such infringement would apply as well to Product in the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigationTerritory, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4)KADMON’s registration, as delivered to Endo hereunder importation, labeling, packaging, exporting, promotion, marketing, offering for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacturesale, sale, and distribution of the Product shall not infringe or misappropriate the intellectual property rights of any Third Party. (c) The foregoing warranties shall survive any inspection, delivery, distribution acceptance or use of the Designated Product(s) payment by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG KADMON and shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or enforceable by KADMON and its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, their successors, assigns, agentssubcontractors, employeesdistributors, dealers, agents and insurers to customers and all other entities selling or using the extent Product or goods into which the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall Products have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)been incorporated. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. (a) Each party Party to this Agreement, acknowledging that the other Parties are entering into this Agreement in reliance thereon, hereby represents and warrants to the other that it Parties as follows: (i) It is a corporation duly organized and validly existing under the laws of its governing jurisdiction and is up to date in respect of all filings required by law; (ii) All requisite corporate acts and proceedings have been done and taken by such Party, including obtaining all requisite board of directors’ approval with respect to entering into this Agreement or completing the state transactions contemplated herein. No approval of its organization, that it the shareholders of any Party is required with respect to such Party entering into this Agreement or completing the transactions contemplated herein; (iii) It has the requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; (iv) This Agreement has been duly and validly executed and delivered by such Party and constitutes a legal, valid and that the execution and performance binding obligation of such Party enforceable against it in accordance with its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date thereforterms; and 2. to PPG's current knowledge, without undertaking any special investigation, will (v) It has not infringe upon made an assignment for the intellectual property rights benefit of creditors or is the voluntary or involuntary subject of any third partyproceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of its properties or business and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any of the foregoing. C. Each party (b) STB, acknowledging that Goldcorp is entering into this Agreement in reliance thereon, hereby represents and warrants to Goldcorp as follows: (i) Other than pursuant to this Agreement and the other San Dimas SPA and Permitted Encumbrances, STB has not granted any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Produced Silver, which for greater certainty does not include any Permitted Encumbrances or Encumbrances in favour of SWC, Goldcorp, DMSL or the Project Lenders; (ii) STB has all necessary corporate power and authority to enter into the San Dimas SPA and all related agreements and to own and sell the Refined Silver; (iii) Other than approvals that have already been received, no approvals are required by STB in connection with the execution and delivery or with the performance by it has obtained, and will at all times during the term of this Agreement hold and comply withor to effectively complete the transactions contemplated by this Agreement; and (iv) Primero Empresa is a wholly-owned Affiliate of Primero that, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations upon completion of the United States and any applicable foreigntransactions contemplated under the San Dimas APAs, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to will be the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason owner of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* Mining Properties and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunderMinerals. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld). I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. Each party 5.1 University represents and warrants that: 5.1.1 To the best of its knowledge (which for the purposes of this Agreement shall mean to the other that it is duly organized and validly existing under best knowledge of any of University's faculty or research personnel directly involved in the laws research relating to any of the state Inventions or Improvements or of its organizationany of University's administrative staff or counsel), the Inventions and Improvements covered by the Licensed Patent Rights were made and developed without the use of, or infringement upon, the secrets, patents or other proprietary rights or interests of any third party and without the use of any equipment, supplies or facilities of any third party and that it has the requisite corporate or limited liability company full right and authority to execute and deliver lawfully grant the license granted herein. 5.1.2 The obligations of University under this Agreement and to perform its obligations hereunder, and that the execution and performance of its obligations hereunder are not subject to prior commitments and will not be in violation of or in conflict with any material obligation it may have obligations to any third party. B. PPG 5.1.3 It has not entered into any contract, agreement, partnership, joint venture or other arrangement, whether oral or written, with any third party relating to the Inventions, Licensed Products or Licensed Patents. 5.2 Nothing in this Agreement shall be construed as: 5.2.1 A warranty or representation by University as to the validity or scope of any Licensed Patents. [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. 5.2.2 An obligation to bring or prosecute actions or suits against third parties for infringement. 5.2.3 A warranty, representation or undertaking with respect to utility, efficacy, nontoxicity, safety or appropriateness of using the Inventions or the Licensed Products, except that University represents and warrants that any Formulated TIMERx supplied by it has fully disclosed, and will fully disclose, to Endo hereunder for use ZymoGenetics all data and information in the Designated Productits possession, at the point of delivery: 1. will conform knowledge or control relating to the Specifications in effect as utility, efficacy, nontoxicity, safety and appropriateness of the order date therefor; Inventions or the Licensed Products. 5.4 University agrees to indemnify and hold ZymoGenetics harmless from and against any and all liability arising out of any breach by University of its representations and warranties under this Agreement and 2. , to PPGthe extent of the total royalties payable by ZymoGenetics to University under this Agreement, against any loss, damage, liability and expense arising out of or related to any claim that any portion of the Inventions, Improvements or Licensed Products attributable to University's current knowledgecontribution thereto infringes upon or makes improper use of any patent, without undertaking any special investigationcopyright, will not infringe upon the intellectual property rights trade secret or other proprietary right or interest of any third party. C. Each party represents 5.5 ZymoGenetics shall be entitled to a set off against royalties for any loss, damage, liability and warrants to the other expense that it has obtained, incurs with respect to any claim covered by the University's indemnification pursuant to Section 5.4. 5.6 ZymoGenetics understands that the Inventions and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), OxymorphoneImprovements may be, or Formulated TIMERx to be so testedhave been, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required developed under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations funding agreements with the Government of the United States of America (the "U.S."), and, if so, that the U.S. may have certain rights relative thereto. This Agreement is explicitly made subject to the U.S.'s rights under any such agreement and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo)law or regulation. D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld). I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. 16.1 Each party Party hereby represents and warrants to the other Parties that it is duly organized and validly existing under as at the laws date of the state of its organization, that it has the requisite corporate or limited liability company authority to execute and deliver this Agreement and as at the Subscription Closing Date: (a) it, he or she has full power and authority to execute, deliver and perform its obligations hereunder, and that under the Agreement; (b) the execution and performance delivery of its obligations hereunder are not and this Agreement will not be result in violation breach of any terms and conditions of any agreement or in conflict with constitute default under applicable laws or other obligations to which it is bound or violate any material obligation it may have to rule, regulation or law of any third party. B. PPG represents and warrants that government or any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Productorder, at the point judgment or decree of delivery: 1. will conform to the Specifications in effect as of the order date thereforany court or government body; and 2. (c) subject to: (i) any applicable bankruptcy, insolvency, reorganisation or others laws of general application relating to PPG's current knowledgeor affecting the enforcement of creditors’ rights generally; (ii) any applicable laws, without undertaking any special investigation, will not infringe upon rules or regulations limiting the intellectual property rights enforceability of any third partyindemnification; and (iii) the effect of rules of law governing the availability of equitable remedies, this Agreement, when executed and delivered, shall constitute valid and legally binding obligations on each Party, enforceable in accordance with its terms. C. Each party 16.2 In addition to Clause 16.1, as at the date of this Agreement and as at the Subscription Closing Date, the Company hereby represents and warrants to the other that it has obtained, and will at all times during Investor in the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications terms set out in Schedule 3 (as to Endo“Company Warranties”). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (a) The Company shall not be liable for any breach of the Company Warranties: (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement that provision or reserve in respect thereof has been made in the Accounts; (ii) which would apply not have arisen but for a voluntary act, omission or transaction after the date hereof on the part of either or both of the Investors which could reasonably have been avoided or carried out and which was not in the ordinary course of business or which arises from something done or omitted at the either or both of the Investors’ written request or with its written consent; (iii) which arises as well a result of legislation which comes into force after the date hereof and which is retrospective in effect; and (iv) which arises as a result of a change in accounting policies after the Subscription Closing. (b) The liability of the Company in respect of any claims for breach of the Company Warranties shall be limited as follows: (i) the maximum aggregate liability of the Company to Cisco in respect of all claims for breach of the Company Warranties shall not exceed the Cisco Subscription Price (after deducting therefrom all legal and other expenses incurred in connection with the transactions contemplated under this Agreement and any liability for taxation thereon); (ii) the maximum aggregate liability of the Company to Macromedia in respect of all claims for breach of the Company Warranties shall not exceed the Macromedia Subscription Price (after deducting therefrom all legal and other expenses incurred in connection with the transactions contemplated under this Agreement and any liability for taxation thereon); (iii) the Company shall not be liable for any individual claim which does not exceed US$50,000; and (iv) no claims may be brought against the Company in respect of a breach of the Company Warranties after the expiry of 12 months from the date of this Agreement and the Company shall not be liable in respect of a breach of the Company Warranties unless the Company shall have received written notice from the either or both of the Investors prior to the manufactureexpiry of 12 months from the date of this Agreement giving full and accurate details of the relevant claim and any such claim shall (if not previously satisfied, sale settled or distribution withdrawn) be deemed to have been waived or withdrawn at the expiry of TIMERx alonea period of 6 months after the 1st anniversary of the date of this Agreement unless proceedings in respect thereof shall have already been commenced against the Company. (c) The amount of any compensation or damages payable by the Company in respect of any claims for breach of the Company Warranties shall be computed after taking into account and giving full credit for: (i) any increase in the amount or value of any assets or discharge from or satisfaction of or reduction in any liability of any member of the Group as a result of or arising out of or attributable to the fact, matter, event or thing giving rise to any relevant claim; 2. PPG's *************************************************************** ************* and (ii) any current assets included in the Specifications therefor hereunderAccounts having been realised for more than the amount attributed thereto within 12 months from the date of this Agreement; (iii) any liability included in the Accounts having been discharged or satisfied for less than the amount attributed thereto within 12 months from the date of this Agreement; (iv) any provision for taxation, bad or doubtful debts or contingent or other liabilities included in the Accounts having been proved to have been over provided for within 12 months from the date of this Agreement; providedand (v) the amount of any taxation credits, however, that matters reliefs or set-offs due to or received by the any member of infringement of third party rights or intellectual properties shall be included under this clause only the Group except to the extent that the same are covered by Section 9.5.1 shall have been taken into account in the Accounts. (d) If any claim for breach of Company Warranties is brought under this Agreement in relation to any liability either or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later both of the Effective Date Investors which is contingent only, the Company shall not be liable to make any payment in respect thereof until such contingent liability becomes an actual liability. (e) If the Company shall pay to either or PPG's first obtaining such knowledge; 3. any failure both of the Formulated TIMERx manufactured Investors any amount by PPG way of compensation or its alternate supplier damages for breach of the Company Warranties hereunder and either or both of the Investors subsequently recovers from a third party any amount relating to such breach, such Investor(s) shall forthwith repay to the Company such amount previously paid by the Company or so much thereof as does not exceed the amount recovered from the third party. (but not by Endo under Section 7.4), as delivered f) None of the Company Warranties nor any benefit nor claim thereunder may be assigned to Endo hereunder for use any person without the prior written consent of the Company. (g) The Company Warranties are given subject to the matters disclosed in the Designated Product(s), to conform to the Specifications; orDisclosure Letter. 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect 16.4 Each of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising fromInvestors acknowledges that, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything agreeing to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it), made by or on behalf of any of the Original Shareholders, XXX and/or the Company before the signing of this Agreement. Each of the Investors waives all rights and remedies which, but for this Clause 16.4, might otherwise be available to it in respect of any such right representation, warranty, collateral contract or other assurance, provided that nothing in this Clause 16.4 shall limit or exclude any liability for fraud. 16.5 Each Party shall indemnify each of indemnification shall extend also to the indemnified party's Affiliates, other Parties and each of its officers, directors, shareholders, successors, assigns, agents, employees, agents and insurers to the extent the same become subject to Affiliates (“Indemnified Persons”) and hold harmless from and against all losses, liabilities, claims, damages, judgments, settlements and expenses, including attorneys’ fees, incurred or suffered by such claim in Indemnified Persons arising out of or resulting from: (a) any breach by such capacity. The party seeking indemnification shall provide the indemnifying party with written notice Party of any claim or action within ten warranties contained in this Agreement; and (10b) days any breach by such Party of any of its receipt thereofcovenants, and shall afford the indemnifying party the right to control the defense and settlement of such claim agreements or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)obligations contained herein. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. Each 12.1 Springer represents to Licensee that use of the License Materials by Licensee in accordance with this Agreement does not infringe any copyrights of any third party represents and warrants to the other that it is duly organized and validly existing under the laws of the state of its organization, United States. 12.2 Springer represents that it has the requisite corporate or limited liability company authority to execute and deliver this Agreement all copyrights, ownership rights and/or utilization rights in and to perform its obligations hereunder, the License Materials and that the execution and performance of its obligations hereunder are this Agreement does not and will not be in violation of violate any contract to which Xxxxxxxx is presently a party nor does it violate the rights or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights interests of any third party. C. Each party 12.3 Springer represents and warrants that Xxxxxxxx has the requisite corporate authority to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform enter into this Agreement and to test, manufacture, market, exportgrant and/or accept the license hereunder, and import that there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements that would prevent Springer from performing under the Designated Product(s)terms of this Agreement. 12.4 Notwithstanding the foregoing, OxymorphoneXxxxxxxx makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, stateis" basis, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from Xxxxxxxx disclaims any and all third-party claims other warranties, conditions, or representations (express, implied, oral or written), relating to the extent arising fromLicensed Materials or any part thereof, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledgeincluding, without undertaking any special investigationlimitation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims implied warranties of quality, performance, merchantability or fitness for a particular purpose. Xxxxxxxx makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Xxxxxxxx further expressly disclaims any warranty or representation to the extent arising from, in connection with, based upon, by reason ofAuthorized Users, or relating in to any way tothird party, the formulation, development, supply, production, manufacture, sale, delivery, distribution or save that Xxxxxxxx will use its best efforts to replace any defective part of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacityLicensed Materials. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval Licensee shall not be unreasonably withheld)liable to Springer for breach of the terms of this Agreement by any Authorized User so long as Licensee did not intentionally or through gross negligence or recklessness assist in or encourage such breach or permit such breach to continue after having actual notice thereof. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. Each party 8.1 PGS represents and warrants to the other that it is duly organized and validly existing under the laws of the state of its organization, that (i) it has the requisite corporate right to license to the Licensee the Data licensed under this Agreement, (ii) Licensing and delivery of the Data to the Licensee does not and will not infringe on any copyright or limited liability company authority to execute any trade secrets of any third party and deliver (iii) the execution and delivery of this Agreement and performance hereunder shall not violate any law, rule or regulation or any contracts or agreements by any member of the PGS Group with Third Parties. 8.2 PGS agrees to perform indemnify, defend and hold harmless the Licensee (including reasonable attorneys’ fees and costs of defence) from and against claims, causes of action, losses, liabilities and legal proceedings brought against the Licensee claiming infringement of a patent by PGS in its performance of its obligations hereunder, provided the Licensee notifies PGS promptly in writing of any such infringement claim against it and gives PGS such authority, information and assistance, at the expense of PGS, as PGS may request in defence of such proceedings and provided further that the execution Licensee shall not compromise, settle or negotiate or make any statement prejudicial to the defence or settlement of any such claim and performance shall permit PGS to take over at PGS’s expense the conduct of any such proceedings and provided further that this indemnity shall not apply to any claim or award against the Licensee which arises directly or indirectly, as a result of PGS in performing its obligations using any equipment, technology, designs, know-how or information supplied by the Licensee or following any directions of the Licensee. 8.3 PGS agrees to indemnify, defend and hold the Licensee harmless (including reasonable attorneys’ fees and costs of defence) from and against claims, causes of action, losses, liabilities and legal proceedings brought against the Licensee by any Third Party or employees of PGS arising out of or related to the conduct by PGS of its operations in acquiring and processing the Data licensed to the Licensee hereunder, provided the Licensee notifies PGS promptly in writing of any such claim against it and gives PGS such authority, information and assistance (at PGS’s expense) as PGS may request for the defence of such proceedings and provided further that the Licensee shall not compromise, settle or negotiate or make any statement prejudicial to the defence or settlement of any such claim and shall permit PGS to take over at PGS’s expense the conduct of any such proceedings and provided further that this indemnity shall not apply to any claim or award against the Licensee which arises directly or indirectly as a result of PGS in performing its obligations hereunder are not and will not be in violation using any equipment, technology, designs, know-how or information supplied by the Licensee or following any directions of or in conflict with any material obligation it may have to any third partythe Licensee. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party represents and warrants to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG 8.4 Licensee shall indemnify, defend and hold Endo and its Affiliates and sublicensees PGS and/or the Owner harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out respect of any alleged infringement loss or damage suffered by reason of PGS and/or the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply Owner as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo a result of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect breach of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo this Agreement by Licensee. PGS shall indemnify, defend and hold PPG the Licensee harmless in respect of any loss or damage suffered by the Licensee as a result of any breach of this Agreement by PGS. 8.5 PGS represents and warrants that so far as PGS is aware but without having conducted any investigations of any Third Party the Data provided to the Licensee hereunder has been acquired and processed in accordance with applicable laws, rules and regulations and accepted practices of the geophysical profession. Notwithstanding anything else contained herein, the Licensee acknowledges and accepts that the Data licensed under this Agreement are being supplied “as is”, and PGS makes no representation or warranty, express or implied, of any kind regarding the quality or reliability of the Data nor their fitness for any particular use or purpose and all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 8.6 If wrong or faulty copies of Data are delivered by PGS, PGS shall as soon as possible see that the copies are replaced by correct copies, and PGS shall have no further liability in respect of the delivery of wrong or faulty copies. 8.7 PGS makes no guarantee representation or warranty that any licences, leases or concessions for areas covered by the Data will be granted to the Licensee or other exploration activity will be authorised for the area covered by the Data by any government entity or other Third Party, and any implied representation to that effect is hereby expressly negated. 8.8 Notwithstanding anything else contained herein, PGS shall in no event be liable to the Licensee for punitive, indirect, incidental or consequential damage or loss and/or for any business interruption, loss of production, loss of product, loss of use, loss of revenue, profit, anticipated product or business opportunity resulting from or arising out of the performance or non performance of this Agreement or the use by the Licensee of the Data or out of any representation (unless made fraudulently) or any implied warranty, condition or other term, or any duty at common law, whether in any case caused by the negligence or breach of statutory duty of PGS, its employees or agents or otherwise howsoever arising. Nor shall PGS be liable for any costs related to the use of the Data, e.g. costs regarding format conversions for specific uses. 8.9 The Licensee shall inform PGS on becoming aware of any actual attempted or suspected abuse of the Data or of any allegation or complaint made by a Third Party that the use of the Data in accordance with the terms of the Agreement infringes the rights of that Third Party. 8.10 Licensee shall indemnify and keep indemnified PGS from and against any and all third-party claims to the extent arising fromloss, damages, costs and expenses (including legal costs and expenses) awarded against, suffered or incurred by PGS in connection with, based upon, with or paid or agreed to be paid by reason of, or relating PGS in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice settlement of any claim for infringement of any patent, copyright, design, trade xxxx or action within ten (10) days other industrial or intellectual property right of any other person or for any other reason whatsoever which arises directly or indirectly as a result of PGS performing its receipt thereofobligations hereunder using any technology, and shall afford the indemnifying party the right to control the defense and settlement equipment, design, know-how or information supplied by Licensee or following any directions of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)Licensee. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES8.11 The obligations under this Article 8 shall survive the termination of this Agreement.

Representations, Warranties and Indemnities. A. Each party 8.1 Subject to the Disclosure, the Company represents and warrants to the other Sole Underwriter in the terms set out in the schedule as at the date of this Agreement. The Warranties shall be deemed to be repeated on the Prospectus Issue Date with respect (where relevant) to the Open Offer Documents in their final form and on the Final Acceptance Date, in each case with reference to the facts and circumstances then subsisting. The Company accepts that it the Sole Underwriter is duly organized entering into this Agreement in reliance on such representations and validly existing under the laws warranties. 8.2 The Company shall not do or omit to do (and shall procure that no subsidiary or associated company of the state Company shall do or omit to do) any act or thing whereby any of its organizationthe Warranties would become untrue or inaccurate in any material and adverse respect on the Prospectus Issue Date or on the Final Acceptance Date and undertake to notify the Sole Underwriter of any matter or event coming to their attention prior to the despatch of the Open Offer Documents or prior to the Final Acceptance Date which shows any Warranty to be or to have at any relevant time been untrue or inaccurate in any material respect or which, that it has had the requisite corporate Warranties been repeated on each day prior to the Final Acceptance Date, would have shown any Warranty to be or limited to have at any relevant time been untrue or inaccurate in any material respect. 8.3 If prior to the despatch of the Open Offer Documents or prior to 4:00 p.m. on the Final Acceptance Date, any matter or event comes to the attention of the Company as a result of which any Warranty if repeated immediately after the occurrence thereof would be untrue or inaccurate or which would render untrue, inaccurate or misleading any statement, whether of fact or opinion, contained in the Open Offer Documents if the same were issued immediately after such occurrence, the Company shall forthwith notify the Sole Underwriter thereof, but without prejudice to the rights of the Sole Underwriter pursuant to clause 10, the Company on the one hand and the Sole Underwriter on the other hand shall forthwith consult each other with a view to agreeing what steps should be taken (including without limitation notifying the Stock Exchange and taking any steps necessary to avoid a false market in the Offer Shares and deciding what changes, if any, should be made to the Open Offer Documents or, if the Open Offer Documents have already been despatched, what announcement or circular, if any, should be made or despatched). The Company agrees not to make any such changes or announcements or despatch any such circular without the prior consent in writing of the Sole Underwriter, such consent not to be unreasonably withheld or delayed. 8.4 The Company shall on demand indemnify the Sole Underwriter and shall on demand hold the Sole Underwriter indemnified against all reasonable loss or liability company authority of any nature (including, without limitation, claims, costs, charges and expenses) arising from or in respect of any breach by the Company of any provision of this Agreement, or any claim which may be brought or threatened to execute and deliver this Agreement and be brought against the Sole Underwriter (whether or not such claim is successfully compromised or settled), in each case arising out of or in relation to perform its obligations hereunder, and that or by reason of the execution and proper performance by the Sole Underwriter of its obligations hereunder are (and provided that such loss or liability is not and will not be in violation of or in conflict connected with any material obligation it failure by the Sole Underwriter to comply strictly with their obligations hereunder), by any subscriber of any of the Offer Shares or any subsequent purchaser or transferee thereof or any other person claiming that he has suffered loss in respect of them as a result of: (a) the Open Offer Documents not containing all the information required to be stated therein or on the grounds that any statement, estimate or forecast contained in the Open Offer Documents is untrue, inaccurate or misleading; (b) the Open Offer Documents failing or being alleged to fail to disclose sufficient information necessary to enable an informed assessment to be made by a reasonable investor of the assets and liabilities, financial position, profits and losses and prospects of the Group or of the rights attaching to the Offer Shares; (c) any claims and proceedings arising out of matters which constitute a breach of any of the Warranties; (d) other than a non-compliance or breach by any of the Sole Underwriter of its obligations pursuant to clause 5.5, any breach of the laws or regulations of any country resulting from the allotment or issue of the Offer Shares or the distribution of the Open Offer Documents; (e) any misrepresentation by either the Company or any of the Directors in connection with the Open Offer; or (f) the allotment or issue of the Offer Shares, including in any such case (but without prejudice to the generality of the foregoing) all costs, charges and expenses which the Sole Underwriter may have properly and reasonably incur or bear in disputing any such claim made against them or establishing any claim on their part under the provisions of this clause 8.4 provided that this indemnity shall not relate to any third partyclaims or proceedings, costs or expenses arising from any negligent act, omission or default, on the part of the Sole Underwriter or its officers or employees and that the conduct of the defence (including any settlement of any such claim) shall be carried out by the Sole Underwriter after, and on the basis of, regular consultations with the Company. B. PPG represents and warrants that 8.5 Save in respect of a breach of its obligations under clause 5.6, the Company shall not make any Formulated TIMERx supplied claim against the Sole Underwriter to recover any damages which the Company may suffer arising out of the performance by the Sole Underwriter of its obligations hereunder. 8.6 If the Sole Underwriter becomes aware of any claim relevant for the purposes of clause 8.4, it to Endo hereunder for use shall give notice in the Designated Product, at the point of delivery: 1. will conform writing thereof to the Specifications Company and shall take such action as the Company may reasonably request to avoid, dispute, resist, defend or appeal against the claim and any adjudication in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party represents and warrants respect thereof but subject to the other that Sole Underwriter being indemnified and secured to its reasonable satisfaction against all losses and expenses to which it has obtained, might thereby render itself liable to suffer and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, incur including without limitation all Facilities Certifications (as to Endo)legal expenses reasonably and properly incurred by its legal advisers. D. THE FOREGOING WARRANTIES ARE IN LIEU OF8.7 The undertakings, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG Warranties and indemnities contained in this Agreement shall indemnify, defend remain in full force and hold Endo and its Affiliates and sublicensees harmless from any effect notwithstanding completion of the Open Offer and all third-party claims matters and arrangements referred to the extent arising from, in connection with, based upon, or contemplated by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld). I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. (a) Each party Party to this Agreement, acknowledging that the other Parties are entering into this Agreement in reliance thereon, hereby represents and warrants to the other that it Parties as follows: (i) It is a corporation duly organized and validly existing under the laws of its governing jurisdiction and is up to date in respect of all filings required by law; (ii) All requisite corporate acts and proceedings have been done and taken by such Party, including obtaining all requisite board of directors’ approval with respect to entering into this Agreement or completing the state transactions contemplated herein. No approval of its organization, that it the shareholders of any Party is required with respect to such Party entering into this Agreement or completing the transactions contemplated herein; (iii) It has the requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; (iv) This Agreement has been duly and validly executed and delivered by such Party and constitutes a legal, valid and that the execution and performance binding obligation of such Party enforceable against it in accordance with its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date thereforterms; and 2. to PPG's current knowledge, without undertaking any special investigation, will (v) It has not infringe upon made an assignment for the intellectual property rights benefit of creditors or is the voluntary or involuntary subject of any third partyproceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of its properties or business and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any of the foregoing. C. Each party (b) STB, acknowledging that SWC is entering into this Agreement in reliance thereon, hereby represents and warrants to SWC as follows: (i) Other than pursuant to this Agreement, STB has not granted any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the other Produced Silver, which for greater certainty does not include any Permitted Encumbrances or Encumbrances in favour of Goldcorp or the Project Lenders; (ii) STB has all necessary corporate power to own and sell the Refined Silver; (iii) Other than approvals that have already been received, no approvals are required by STB in connection with the execution and delivery or with the performance by it has obtained, and will at all times during the term of this Agreement hold or to effectively complete the transactions contemplated by this Agreement; and (iv) Newco is a wholly-owned Affiliate of Primero that, upon completion of the transactions contemplated under the San Dimas APAs, will be the owner of the Mining Properties and comply withthe Minerals. (c) Primero, all licenses, permits and authorizations necessary to perform acknowledging that SWC is entering into this Agreement in reliance thereon, hereby represents and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided hereinwarrants that, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreignReference Date, state, and local governments and governmental entities, including without limitation Primero is the sole beneficial owner of all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo issued and outstanding share capital of STB and will become the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* registered and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement legal owner of such claim or action. The party seeking indemnification shall provide reasonable assistance to share capital once the indemnifying party in the defense transfer of such claim or action. If share capital from Goldcorp Silver (Barbados) Ltd. to Primero is registered and completed in accordance with the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense laws of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)Barbados. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. 9.1 Bidder representations and warranties Each party of Bidder and Guarantor represents and warrants to Mayne Pharma (on its own behalf and separately as trustee for each Representative of Mayne Pharma): (a) as at the other that date of this document and as at the Second Court Date that: (i) it is duly organized and a validly existing corporation registered under the laws of its place of incorporation; (ii) Guarantor has entered into the state Commitment Letter; (iii) the execution and delivery of its organization, that it has this document by Bidder and of this document and the requisite Commitment Letter by Guarantor have been properly authorised by all necessary corporate or limited liability company action and Bidder and Guarantor respectively have full corporate power and lawful authority to execute and deliver this Agreement document and the Commitment Letter and to perform its or cause to be performed their obligations hereunderunder this document and the Commitment Letter; (iv) this document and the Commitment Letter constitute legal, valid and that binding obligations on it and Guarantor respectively and this document and the execution and performance Commitment Letter do not result in a breach of or default under the constitution or equivalent constituent documents of Bidder or any of its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date thereforRelated Bodies Corporate; and 2. to PPG's current knowledge(v) it is aware that Mayne Pharma and its Representatives will rely on the Bidder Information for the purposes of preparing the Explanatory Memorandum and proposing the Scheme in accordance with the requirements of the Corporations Act; (b) as at the First Court Date that the Bidder Information in the form and context approved or amended by Bidder under clause 4.2(d) is not misleading or deceptive in any material respect and does not contain any material omission; and (c) on each date from the First Court Date until the Implementation Date, without undertaking that Bidder has complied with its obligations under clause 4.2(e). 9.2 Bidder indemnity Bidder indemnifies Mayne Pharma against any special investigation, will not infringe upon the intellectual property rights loss suffered or incurred by reason of any third partybreach of any of the representations and warranties of Bidder in clause 9.1. C. Each party 9.3 Mayne Pharma representations and warranties Mayne Pharma represents and warrants to Bidder (on its own behalf and separately as trustee for each Representative of Bidder): (a) as at the other that it date of this document and as at the Second Court Date that: (i) Mayne Pharma is a validly existing corporation registered under the laws of its place of incorporation; (ii) the execution and delivery of this document by Mayne Pharma has obtainedbeen properly authorised by all necessary corporate action and Mayne Pharma has full corporate power and lawful authority to execute and deliver this document and to perform or cause to be performed its obligations under this document; (iii) this document constitutes legal, valid and binding obligations on Mayne Pharma and this document does not result in a breach of or default under the constitution of Mayne Pharma or any Subsidiary; (iv) Mayne Pharma is not and has not been in breach of its continuous disclosure obligations under the Listing Rules; and (v) since the date of the last consolidated audited accounts of the Mayne Pharma Group and prior to the date of this document, there has not been any Mayne Pharma Material Adverse Change; (b) as at the date of this document there are: (i) 640,655,416 Mayne Pharma Shares on issue; (ii) 11,170,000 Mayne Pharma Options on issue as described in the Disclosure Letter; and (iii) legal obligations upon Mayne Pharma to issue 455,000 Mayne Pharma Options as described in the Disclosure Letter, and will at all times during except as set out in clause 9.3(b) Mayne Pharma has not issued (and is not required to issue) any other securities or instruments which are still outstanding (or may become outstanding) and which may convert into Mayne Pharma securities; (c) the term of this Agreement hold Mayne Pharma Information in the Explanatory Memorandum does not contain a statement which is misleading or deceptive in any material respect and comply withdoes not contain any material omission (other than a statement or omission which has been rectified by Mayne Pharma to the court’s satisfaction by the Second Court Date); and (d) on each date from the First Court Date until the Implementation Date, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required Mayne Pharma has complied with its obligations under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endoclause 4.1(j). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from 9.4 Mayne Pharma indemnity Mayne Pharma indemnifies Bidder against any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, loss suffered or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement incurred by reason of the manufacture, use or sale by Endo any breach of any of the Designated Product(s) to representations and warranties of Mayne Pharma in clause 9.3. 9.5 Notifications Each party will promptly advise the extent such infringement would apply as well to other in writing if it becomes aware of any fact, matter or circumstance which constitutes or may constitute a breach of any of the manufacture, sale representations or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included warranties given by it under this clause only 9. 9.6 Status of representations and warranties Each representation and warranty in this clause 9: (a) is severable; (b) will survive the termination of this document; and (c) is given with the intent that liability thereunder will not be confined to breaches which are discovered prior to the extent date of termination of this document. 9.7 Status and enforcement of indemnities Each indemnity in this document: (a) is a continuing obligation, separate and independent from the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigationother obligations of the parties, and survives termination, completion or expiration of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledgethis document; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform b) is given to the Specifications; or 4. any failure of PPG party to comply with its obligation under Section 7.9 which it is expressed to notify Endo of any information coming into PPG possession and *********************************************************************** ***be given, and as trustee for each Representative of that party, and a reference to a loss in an indemnity given to a party includes a loss suffered or incurred by a Representative of that party. It is not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided necessary for a party under this Agreement, such to incur expense or to make any payment before enforcing a right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified indemnity conferred by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)document. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. (a) Each party Party to this Agreement, acknowledging that the other Parties are entering into this Agreement in reliance thereon, hereby represents and warrants to the other that it Parties as follows: (i) It is a corporation duly organized and validly existing under the laws of its governing jurisdiction and is up to date in respect of all filings required by law; (ii) All requisite corporate acts and proceedings have been done and taken by such Party, including obtaining all requisite board of directors’ approval with respect to entering into this Agreement or completing the state transactions contemplated herein. No approval of its organization, that it the shareholders of any Party is required with respect to such Party entering into this Agreement or completing the transactions contemplated herein; (iii) It has the requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; (iv) This Agreement has been duly and validly executed and delivered by such Party and constitutes a legal, valid and that the execution and performance binding obligation of such Party enforceable against it in accordance with its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date thereforterms; and 2. to PPG's current knowledge, without undertaking any special investigation, will (v) It has not infringe upon made an assignment for the intellectual property rights benefit of creditors or is the voluntary or involuntary subject of any third partyproceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of its properties or business and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any of the foregoing. C. Each party (b) STB, acknowledging that SWC is entering into this Agreement in reliance thereon, hereby represents and warrants to SWC as follows: (i) Other than pursuant to this Agreement, STB has not granted any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the other Produced Silver, which for greater certainty does not include any Permitted Encumbrances or Encumbrances in favour of Goldcorp or the Project Lenders; (ii) STB has all necessary corporate power to own and sell the Refined Silver; (iii) Other than approvals that have already been received, no approvals are required by STB in connection with the execution and delivery or with the performance by it has obtained, and will at all times during the term of this Agreement hold and comply withor to effectively complete the transactions contemplated by this Agreement; and (iv) Newco is a wholly-owned Affiliate of Primero that, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations upon completion of the United States and any applicable foreigntransactions contemplated under the San Dimas APAs, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to will be the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason owner of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* Mining Properties and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunderMinerals. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld). I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. 2.1 Each party of Hyseq and Affymetrix represents and warrants to the other that that, as of the date hereof, it is a corporation, duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction of its organizationincorporation and has all requisite power and authority, that it has the requisite corporate or otherwise, to execute, deliver and perform this Agreement. This Agreement is a legal, valid and binding obligation enforceable against each of Affymetrix and Hyseq in accordance with its terms and conditions, except as such enforceability may be limited liability company authority by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to execute and deliver this Agreement and to perform its obligations hereundertime in effect, and that the execution and performance of its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third partyaffecting creditors rights generally. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party 2.2 Hyseq represents and warrants to the other Affymetrix that it is the exclusive owner of the Hyseq Patents and has obtainedthe sole and exclusive right to assert each of the Hyseq Patents without limitation, free and clear of any and all claims, rights, liens or encumbrances of any nature whatsoever, including any claims of any university or other educational institution or any governmental agency, and will at has the full right and authority to license or assign such Patents. 2.3 Affymetrix represents and warrants to Hyseq that it is the exclusive owner of the Affymetrix Patents and has the sole and exclusive right to assert each of the Affymetrix Patents without limitation, free and clear of any and all times during the term of this Agreement hold and comply withclaims, all licensesrights, permits and authorizations necessary to perform this Agreement and to testliens or encumbrances CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, manufactureMARKED BY BRACKETS, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ASTERISKS DENOTE SUCH OMISSIONS. statutesof any nature whatsoever, lawsincluding any claims of any university or other educational institution or any governmental agency, ordinancesand has the full right and authority to license or assign such Patents. 2.4 Except for the representations and covenants expressly set forth in this Agreement and the Related Agreements, rules no Party has made any statement or representation to any other Party regarding a fact relied upon by the other Party in entering into this Agreement or the Related Agreements and regulations no Party has relied upon any statement, representation, or promise of any other Party, or of any representative or attorney for any other Party, in executing this Agreement or in making the settlement provided for in this Agreement and the Related Agreements. 2.5 Each Party to this Agreement represents and warrants that it has not assigned or transferred any portion of the United States and Claims being released hereunder to any applicable foreignother person, stateindividual, firm, corporation or entity, and local governments that no other person, individual, firm, corporation or entity has any lien, right, claim or interest in any such Claims. Furthermore, each Party represents and governmental entitieswarrants that this Agreement and the Related Agreements do not and shall not conflict with or constitute a default under the terms, including without limitation all Facilities Certifications (as conditions or provisions of its charter documents or any other agreement, understanding or commitment of such Party nor is the authorization, consent or approval of any other person or entity required for the execution and performance hereof. Without limiting the generality of the foregoing, Hyseq represents and warrants that nothing contained in this Settlement Agreement or the Related Agreements conflicts with or constitutes a default under the terms, conditions, or provisions of [***]. Each Party to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG this Agreement shall indemnify, defend defend, and hold Endo harmless any other Party to [***] this Agreement from and its Affiliates and sublicensees harmless from against any and all third-party claims to the extent of such Claims arising from, in connection with, based upon, by reason out of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional related to, or inconsistent withconnected with any prior assignment or transfer, those available to the otheror any purported assignment or transfer, that party shall have the right to select separate counsel to participate in the defense of any of such action on its behalf, and such party shall bear Claims or the cost and expense breach of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the any other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it representation in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)Section 2. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. Each party 7.1 PGS represents and warrants to the other that it is duly organized and validly existing under the laws of the state of its organization, that (i) it has the requisite corporate right to license to the Licensee the Data licensed under this Agreement, (ii) Licensing and Delivery of the Licensed Data to the Licensee does not and will not infringe on any copyright or limited liability company authority to execute any trade secrets of any third party and deliver (iii) the execution and delivery of this Agreement and performance hereunder shall not violate any law, rule or regulation or any contracts or agreements by any member of the PGS Group with Third Parties. 7.2 PGS agrees to perform indemnify, defend and hold harmless the Licensee (including reasonable attorneys' fees and costs of defence) from and against claims, causes of action, losses, liabilities and legal proceedings brought against the Licensee claiming infringement of a patent by PGS in its performance of its obligations hereunder, provided the Licensee notifies PGS promptly in writing of any such infringement claim against it and gives PGS such authority, information and assistance, at the expense of PGS, as PGS may request in defence of such proceedings and provided further that the execution Licensee shall not compromise, settle or negotiate or make any statement prejudicial to the defence or settlement of any such claim and performance shall permit PGS to take over at PGS's expense the conduct of any such provided further that this indemnity shall not apply to any claim or award against the Licensee which arises directly or indirectly, as a result of PGS in performing its obligations using any equipment, technology, designs, know-how or information supplied by the Licensee or following any directions of the Licensee. 7.3 PGS agrees to indemnify, defend and hold the Licensee harmless (including reasonable attorneys' fees and costs of defence) from and against claims, causes of action, losses, liabilities and legal proceedings brought against the Licensee by any Third Party or employees of PGS arising out of or related to the conduct by PGS of its operations in acquiring and processing the Data licensed to the Licensee hereunder, provided the Licensee notifies PGS promptly in writing of any such claim against it and gives PGS such authority, information and assistance (at PGS's expense) as PGS may request for the defence of such proceedings and provided further that the Licensee shall not compromise, settle or negotiate or make any statement prejudicial to the defence or settlement of any such claim and shall permit PGS to take over at PGS's expense the conduct of any such proceedings and provided further that this indemnity shall not apply to any claim or award against the Licensee which arises directly or indirectly as a result of PGS in performing its obligations hereunder are not and will not be in violation using any equipment, technology, designs, know-how or information supplied by the Licensee or following any directions of or in conflict with any material obligation it may have to any third partythe Licensee. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party represents and warrants to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG 7.4 The Licensee shall indemnify, defend and hold Endo and its Affiliates and sublicensees PGS and/or the Owner harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out respect of any alleged infringement loss or damage suffered by reason of PGS and/or the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply Owner as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo a result of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect breach of this Agreement by the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo Licensee. PGS shall indemnify, defend and hold PPG the Licensee harmless from in respect of any loss or damage suffered by the Licensee as a result of any breach of this Agreement by PGS. 7.5 PGS represents and warrants that so far as PGS is aware but without having conducted any investigations of any Third Party the Data provided to the Licensee hereunder has been acquired and processed in accordance with applicable laws, rules and regulations and accepted practices of the geophysical profession. Notwithstanding anything else contained herein, the Licensee acknowledges and accepts that the Data licensed under this Agreement are being supplied "as is", and PGS makes no representation or warranty, express or implied, of any kind regarding the quality or reliability of the Data nor their fitness for any particular use or purpose and all third-party claims warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 7.6 If wrong or faulty copies of Licensed Data are delivered by PGS, PGS shall as soon as possible see that the copies are replaced by correct copies, and PGS shall have no further liability in respect of the delivery of wrong or faulty copies. 7.7 PGS makes no guarantee representation or warranty that any licences, leases or concessions for areas covered by the Data will be granted to the Licensee or other exploration activity will be authorised for the area covered by the Data by any government entity or other Third Party, and any implied representation to that effect is hereby expressly negated. 7.8 Notwithstanding anything else contained herein, PGS shall in no event be liable to the Licensee for punitive, indirect, incidental or consequential damage or loss and/or for any business interruption, loss of production, loss of product, loss of use, loss of revenue, profit, anticipated product or business opportunity resulting from or arising fromout of the performance or non performance of this Agreement or the use by the Licensee of the Data or out of any representation (unless made fraudulently) or any implied warranty, in connection with, based upon, by reason ofcondition or other term, or relating any duty at common law, whether in any way tocase caused by the negligence or breach of statutory duty of PGS, its employees or agents or otherwise howsoever arising. Nor shall PGS be liable for any costs related to the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by EndoData, its Affiliates or sublicensees, *************************** *****************************e.g. costs regarding format conversions for specific uses. G. Notwithstanding anything to 7.9 The Licensee shall inform the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify PGS on becoming aware of any actual attempted or suspected abuse of the other party for claims Data or liabilities to of any allegation or complaint made by a Third Party that the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach use of its duties, obligations, warranties or representations set forth hereinthe Data in accordance with the terms of the Agreement infringes the rights of that Third Party. H. Whenever indemnification is provided for a party 7.10 The obligations under this Article 7 shall survive the termination of this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld). I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. 9.1 University represents and warrants that it has full right and authority to grant the option and the licenses granted herein. 9.2 Each party represents and warrants to the other that it is duly organized and validly existing under to the laws of the state best of its organization, that it has the requisite corporate or limited liability company authority to execute knowledge and deliver this Agreement and to perform its obligations hereunder, and that the execution and performance of its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party represents and warrants to the other that belief it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided hereinAgreement, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreignnational, state, international and local governments and governmental entities, and in the event of being notified of any deficiency undertakes promptly to use all reasonable endeavours to obtain all such licenses, permits and authorisations. 9.3 Each party undertakes to use all reasonable endeavours to ensure the accuracy of all information and material provided by it to the other party in relation to the Research Program and in the event of being notified of any error or other deficiency therein, or of the same coming to its notice, promptly to use all reasonable endeavours to supply appropriate corrections. Subject thereto neither party shall be under any further obligation or liability in respect of any error or deficiency (whether before or after the date hereof) and no warranty or representation of any kind is made or given or to be implied as to it sufficiency, accuracy or fitness for purpose or freedom from infringement of intellectual property rights and the recipient party shall in each case be entirely responsible for the use to which it puts the same. 9.4 Save and subject as aforesaid University shall indemnify Agritope against any and all liability, loss, damage, costs, legal costs (including without limitation reasonable attorneys' fees), professional and other expenses of any nature whatsoever incurred or suffered by Agritope to the extent and only to the extent Agritope is required to meet a claim by any third party from any University negligence, intentional misconduct, or from any breach of University's duties, obligations or warranties hereunder. With respect to any matter for which University has indemnified Agritope hereunder, University shall be afforded the right to control the defense of all Facilities Certifications (as actions, to Endo)enter into all settlements, judgments or other arrangements in respect thereof, provided that University undertakes and pursues such defense with competent counsel reasonably acceptable to Agritope. Agritope agrees to notify University promptly after it becomes aware of any claim, action or proceeding by a third party and to co-operate with University, at University's expense, in any defense or prosecution thereof. D. 9.5 Save and subject as aforesaid Agritope shall indemnify University against any and all liability, loss, damage, costs, legal costs (including without limitation reasonable attorneys' fees), professional and other expenses of any nature whatsoever incurred or suffered by University to the extent and only to the extent University is required to meet a claim by any third party from any Agritope negligence, intentional misconduct, or from any breach of Agritope's duties, obligations or warranties hereunder, or in respect of any injury or damage caused by Agritope's or its Affiliates', or sublicensees' use or exploitation of the rights granted hereunder or pursuant to the terms of this Agreement. With respect to any matter for which Agritope has indemnified University hereunder, Agritope shall be afforded the right to control the defense of all actions, to enter into all settlements, judgments or other arrangements in respect thereof, provided that Agritope undertakes and pursues such defense with competent counsel reasonably acceptable to University. University agrees to notify Agritope promptly after it becomes aware of any claim, action or proceeding by a third party and to co-operate with Agritope, at Agritope's expense, in any defense or prosecution thereof. 9.6 THE FOREGOING WARRANTIES AND INDEMNITIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld). I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. 10.1 Seller represents and warrants to Buyer that: (i) Seller has good and merchantable title to the Raw Product sold and delivered hereunder and will be the owner of the Raw Product sold hereunder at the Delivery Point; and (ii) Raw Product delivered and sold hereunder shall be delivered in full compliance with all federal and state laws, rules and regulations and orders that may be applicable thereto. SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY LOSS, CLAIM OR DEMAND BY REASON OF ANY FAILURE OF SUCH TITLE OR RIGHT OR BREACH OF THIS WARRANTY. 10.2 Except as expressly set forth in this contract, neither party makes any representations or warranties, express, implied or statutory, with respect to the Product or otherwise, including, without limitation, any warranty of merchantability or fitness for a particular purpose, even if such purpose is known to the parties. 10.3 Each party Party represents and warrants to the other that Party that: (a) it is duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction of its organizationformation; (b) the execution, that it has the requisite corporate or limited liability company authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution delivery and performance of this Contract are within its obligations hereunder powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contract to which it is a Party or any law, rule, regulation, order or the like applicable to it; (c) this Contract constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject, as to enforceability only, to applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and to general principles of equity; and (d) it is not bankrupt and there are not and will not be in violation of no proceedings pending or in conflict with any material obligation it may have to any third party. B. PPG represents and warrants that any Formulated TIMERx supplied being contemplated by it or, to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current its knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party represents and warrants to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG shall indemnify, defend and hold Endo and its Affiliates and sublicensees harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to threatened against it which are different from, additional to, would result in it being or inconsistent with, those available to the other, that party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and such party shall bear the cost and expense of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)becoming bankrupt. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Representations, Warranties and Indemnities. A. 2.1 Each party of Hyseq and Affymetrix represents and warrants to the other that that, as of the date hereof, it is a corporation, duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction of its organizationincorporation and has all requisite power and authority, that it has the requisite corporate or otherwise, to execute, deliver and perform this Agreement. This Agreement is a legal, valid and binding obligation enforceable against each of Affymetrix and Hyseq in accordance with its terms and conditions, except as such enforceability may be limited liability company authority by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to execute and deliver this Agreement and to perform its obligations hereundertime in effect, and that the execution and performance of its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third partyaffecting creditors rights generally. B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery: 1. will conform to the Specifications in effect as of the order date therefor; and 2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party. C. Each party 2.2 Hyseq represents and warrants to the other Affymetrix that it is the exclusive owner of the Hyseq Patents and has obtainedthe sole and exclusive right to assert each of the Hyseq Patents without limitation, free and clear of any and all claims, rights, liens or encumbrances of any nature whatsoever, including any claims of any university or other educational institution or any governmental agency, and will at all times during has the term full right and authority to license or assign such Patents. 2.3 Affymetrix represents and warrants to Hyseq that it is the exclusive owner of this Agreement hold the Affymetrix Patents and comply withhas the sole and exclusive right to assert each of the Affymetrix CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, all licensesMARKED BY BRACKETS, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ASTERISKS DENOTE SUCH OMISSIONS. statutesPatents without limitation, lawsfree and clear of any and all claims, ordinancesrights, rules liens or encumbrances of any nature whatsoever, including any claims of any university or other educational institution or any governmental agency, and regulations has the full right and authority to license or assign such Patents. 2.4 Except for the representations and covenants expressly set forth in this Agreement and the Related Agreements, no Party has made any statement or representation to any other Party regarding a fact relied upon by the other Party in entering into this Agreement or the Related Agreements and no Party has relied upon any statement, representation, or promise of any other Party, or of any representative or attorney for any other Party, in executing this Agreement or in making the settlement provided for in this Agreement and the Related Agreements. 2.5 Each Party to this Agreement represents and warrants that it has not assigned or transferred any portion of the United States and Claims being released hereunder to any applicable foreignother person, stateindividual, firm, corporation or entity, and local governments that no other person, individual, firm, corporation or entity has any lien, right, claim or interest in any such Claims. Furthermore, each Party represents and governmental entitieswarrants that this Agreement and the Related Agreements do not and shall not conflict with or constitute a default under the terms, including without limitation all Facilities Certifications (as conditions or provisions of its charter documents or any other agreement, understanding or commitment of such Party nor is the authorization, consent or approval of any other person or entity required for the execution and performance hereof. Without limiting the generality of the foregoing, Hyseq represents and warrants that nothing contained in this Settlement Agreement or the Related Agreements conflicts with or constitutes a default under the terms, conditions, or provisions of [***]. Each Party to Endo). D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF ANY PRODUCTS MADE THEREFROM. E. PPG this Agreement shall indemnify, defend defend, and hold Endo harmless any other Party to [***] this Agreement from and its Affiliates and sublicensees harmless from against any and all third-party claims to the extent of such Claims arising from, in connection with, based upon, by reason out of, or relating in any way to: 1. any claim, action or damages arising out of any alleged infringement by reason of the manufacture, use or sale by Endo of the Designated Product(s) to the extent such infringement would apply as well to the manufacture, sale or distribution of TIMERx alone; 2. PPG's *************************************************************** ************* and the Specifications therefor hereunder; provided, however, that matters of infringement of third party rights or intellectual properties shall be included under this clause only to the extent the same are covered by Section 9.5.1 or are within PPG's knowledge, without undertaking any special investigation, and of which PPG failed to inform Endo within 30 days following the later of the Effective Date or PPG's first obtaining such knowledge; 3. any failure of the Formulated TIMERx manufactured by PPG or its alternate supplier (but not by Endo under Section 7.4), as delivered to Endo hereunder for use in the Designated Product(s), to conform to the Specifications; or 4. any failure of PPG to comply with its obligation under Section 7.9 to notify Endo of any information coming into PPG possession and *********************************************************************** ***, and not arising from any other aspect of the Designated Product(s) ************, ******************************************************************************* ****************************************************************************** ************************************** following its delivery to Endo hereunder. F. Endo shall indemnify, defend and hold PPG harmless from any and all third-party claims to the extent arising from, in connection with, based upon, by reason of, or relating in any way to, the formulation, development, supply, production, manufacture, sale, delivery, distribution or use of the Designated Product(s) by Endo, its Affiliates or sublicensees, *************************** *****************************. G. Notwithstanding anything to the contrary set forth elsewhere herein, neither Endo nor PPG shall be obligated to indemnify the other party for claims or liabilities to the extent arising from such other party's, or its Affiliates', sublicensees' or assigns', negligence, intentional misconduct, or breach of its duties, obligations, warranties or representations set forth herein. H. Whenever indemnification is provided for a party under this Agreement, such right of indemnification shall extend also to the indemnified party's Affiliates, officers, directors, shareholders, successors, assigns, agents, employees, and insurers to the extent the same become subject to such claim in such capacity. The party seeking indemnification shall provide the indemnifying party with written notice of any claim or action within ten (10) days of its receipt thereof, and shall afford the indemnifying party the right to control the defense and settlement of such claim or action. The party seeking indemnification shall provide reasonable assistance to the indemnifying party in the defense of such claim or action. If the defendants in any such action include both Endo and PPG, and either party concludes that there may be legal defenses available to it which are different from, additional related to, or inconsistent withconnected with any prior assignment or transfer, those available to the otheror any purported assignment or transfer, that party shall have the right to select separate counsel to participate in the defense of any of such action on its behalf, and such party shall bear Claims or the cost and expense breach of such separate defense, unless and to the extent the parties otherwise agree, or it is determined through arbitration hereunder that such costs and expense are or were required to be indemnified by the any other party hereunder and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying party determine not to defend such claim or action, the other party shall have the right to maintain the defense of such claim or action and the indemnifying party agrees to provide reasonable assistance to it representation in the defense of such claim or action and to bear the reasonable cost and expense of such defense (including attorneys' and experts' fees and expenses). Neither party shall settle any such claim or action in a way that prejudices or adversely impacts the other party to this Agreement without the prior approval of such other party (which approval shall not be unreasonably withheld)Section 2. I. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OTHER THAN FOR: BREACHES OF SECTION 9.3; INDEMNITIES UNDER SECTIONS 9.5 AND 9.6 FOR PATENT INFRINGEMENT OR FOR HARM TO PERSONS OR TANGIBLE PROPERTY; AND BREACHES OF SECTION 10), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR SAVINGS, ARISING FROM ANY BREACH OF WARRANTY OR THE PERFORMANCE OR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE TIMERx, THE DESIGNATED PRODUCT, PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, OR ANY CLAIMS ARISING IN TORT, PERSONAL INJURY, OR PRODUCT LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.