Common use of Warranties and Indemnification Clause in Contracts

Warranties and Indemnification. 8.1 C-3D warrants and represents that: (a) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claim.

Warranties and Indemnification. 8.1 C-3D 10.01 CDI warrants and represents that: that (a1) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; grant the rights granted herein, (b2) that CDI is the material contained licensee or owner of sufficient patent rights to enable the production of the CIRM iPSC lines licensed to Licensee by CDI and (3) that as of the Effective Date, CDI knows of no other patent right validly issued in the C-3D Service and in United States that cover the Promotional Materials supplied reprogramming process used to Affiliate hereunder will not violate any copyrightmake the CIRM iPS lines, right of privacy or publicity the iPS lines per se, other than those CDI owns or literary or dramatic right of any person; provided, however, that such is licensed to. CDI offers no other warranties and representations by C3D are only as broad as disclaims any and coextensive with all other warranties other than those provided to C3D by C3D 's program suppliersspecified in this Section 10.01. 8.2 Affiliate warrants 10.02 CDI does not warrant the validity of the Licensed Patent Rights and represents that: (a) Affiliate has makes no representations whatsoever with regard to the power scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties. 10.03 CDI MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND HEREBY DISCLAIMS THE SAME. 10.04 CDI does not represent that it will commence legal actions against third parties infringing the Licensed Patent Rights. 10.05 Licensee shall indemnify and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtainedhold Licensors, Kyoto University, and shall maintain in full force and effect during the term of this AgreementCIRM, such federal and statetheir employees, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders consultants harmless from and against any and all claimsliability, losses or demands, damages, costs expenses, and expenses (includinglosses, without limitationincluding but not limited to death, reasonable attorneys' fees and expenses) (collectively "Claims") relating to personal injury, illness, or property damage in connection with or arising out of any breach a) the use by or alleged breach on behalf of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless AffiliateLicensee, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents or third parties of any Licensed Patent Rights, or b) the design, manufacture, distribution, or use of any Licensed Products and shareholders from and against any and all Claims relating to Services by Licensee, or other products or processes developed in connection with or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant Licensed Patent Rights. Licensee agrees to this Agreementmaintain a liability insurance program consistent with sound business practice and will require its Affiliates to do so as well. 8.5 Each party seeking indemnity hereunder 10.06 The Party or Parties entitled to indemnification (the "Indemnified Party"“Indemnitee”) agrees to give prompt notice notify the Party obligated to indemnify the other party Indemnitee (the "Indemnifying Party"“Indemnitor”) of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows Indemnitee becomes aware of any such circumstances: providedclaim or action for which it seeks indemnification, however, it being understood and agreed that the failure by an Indemnitee to give such notice of a claim or action as provided in this Section shall not relieve the Indemnifying Party Indemnitor of its indemnification obligation to indemnify the Indemnified Party under this Paragraph 8 Agreement except and only to the extent that such Indemnitor is actually prejudiced as a result of such failure increases the Indemnified Party's liability hereunderto give notice. The Indemnifying Party shall Indemnitee will permit the Indemnitor to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and, at the Indemnitor’s expense, will cooperate as reasonably requested in the defense of the claim. The Indemnitee will have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 retain its own counsel at its own cost expense; provided, that, if the Indemnitor assumes control of such defense and expensethe Indemnitee reasonably concludes, including based on advice from counsel, that the cost Indemnitor and expense the Indemnitee have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnitor shall be responsible for the reasonable fees and expenses of attorneys' fees counsel to the Indemnitee solely in connection with such contest and defensetherewith. The Indemnified Party shall not settle or compromise any such Claim Indemnitor may not, without the prior express written consent of the Indemnifying Party. If the Indemnified Party settles or compromises Indemnitee, settle any such Claim without action or claim or otherwise consent to an adverse judgment in any such action or claim which would (a) subject the Indemnifying Party's prior written consentIndemnitee to an injunction, or (b) materially diminish or limit or otherwise adversely affect the Indemnifying Party shall be relieved rights, activities or financial interests of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such ClaimIndemnitee.

Warranties and Indemnification. 8.1 C-3D Each party warrants and represents that: (a) that it has the power authority and authority has obtained any consents to enter into this Agreement and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive accordance with those provided to C3D by C3D 's program suppliersthis AGREEMENT. 8.2 Affiliate warrants The CUSTOMER expressly declares that he has had the opportunity to thoroughly test the ANYLINE SDK and represents that: (a) Affiliate has its functions with a TRIALSUBSCRIPTION free of charge. For the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtainedavoidance of doubt, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as it is noted that any warranty or liability claims for TRIALSUBSCRIPTIONS are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunderexcluded. 8.3 Affiliate ANYLINE warrants that the ANYLINE SDK will substantially conform to the DOCUMENTATION (latest software version) and will perform in good industry standard. ANYLINE does not warrant error-free optical character recognition of 100% accuracy or fail-safe 8.4 The CUSTOMER is obliged to notify ANYLINE immediately in documented form if he believes that a defect exists and to provide all information reasonably required to substantiate the alleged defect. ANYLINE may, in its sole discretion, either improve or replace the ANYLINE SDK. If, in its sole discretion, improvement or replacement of the ANYLINE SDK is impossible or commercially unreasonable, ANYLINE will terminate the AGREEMENT and refund all payments made in advance on a pro rata basis. The warranty period is six (6) months from transmission of the LICENSE KEY. The presumption of defectiveness pursuant to § 924 ABGB (Austrian Civil Code) is expressly excluded. 8.5 Except as separately stated in a written express limited warranty or in this AGREEMENT, the ANYLINE SDK, the SERVICES set forth in section 2.2 and DOCUMENTATION provided by ANYLINE, its suppliers or licensors is provided "as is" and on an "as available" basis, without warranties of any kind, either express or implied. ANYLINE disclaims, to the fullest extent permissible pursuant to applicable law, all warranties, express, implied or statutory, including, but not limited to, implied warranties of fitness for a particular purpose, reliability or availability, accuracy, absence of viruses, non-infringement or other violation of third-party rights. ANYLINE does not warrant that the operation of the ANYLINE SDK will be uninterrupted or error-free. The ANYLINE SDK does not guarantee error-free optical character recognition of 100% accuracy but provides a "most accurate suggestion" of optical character recognition. To the extent the ANYLINE SDK contains emulation libraries, such emulation libraries do not operate 100% correctly or cover 100% of the emulated functionality, are provided "as is" and with all faults, and all disclaimers and limitations contained in this AGREEMENT apply equally to such emulation libraries. some jurisdictions do not allow disclaimers or limitations of implied warranties, so the above disclaimers or limitations may not apply to the CUSTOMER. No advice or information, whether oral or written, obtained by the CUSTOMER from ANYLINE or its AFFILIATES shall indemnifybe deemed to modify this disclaimer of warranty by ANYLINE with respect to the ANYLINE SDK or create a warranty of any kind by ANYLINE. 8.6 For certain CAPABILITIES certain third-party applications are included in or downloaded with the ANYLINE SDK. ANYLINE makes no representations whatsoever about these applications. Because ANYLINE has no control over such applications, defend you acknowledge and agree that ANYLINE is not responsible for such applications. You agree that neither ANYLINE nor ANYLINE's suppliers shall be responsible or liable, directly or indirectly, for any damage or loss, including but not limited to damage to or loss of data, caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, products or services available on or through any such application. 8.7 Any warranties referred to in this section 8 shall not apply if a defect or an infringement of (intellectual property) rights of third parties has been caused by a use or conduct of the CUSTOMER, its customers or end users going beyond the AGREEMENT or by a modification or processing of the ANYLINE SDK. The burden of proof for this shall be borne by the CUSTOMER. 8.8 The CUSTOMER will indemnify and hold harmless C3DANYLINE, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents suppliers and shareholders licensors harmless at its own expense from and against any and all third party claims, losses or damages, costs and expenses (including, without limitation, including reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged fees, based on the breach of any the AGREEMENT, third party intellectual property rights or failure to obtain all permits necessary for the operation of the representations, warranties, agreements, covenants APPLICATIONS or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any use of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunderANYLINE SDK. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent CUSTOMER shall not be unreasonably withheld, to control the contest and defense of any Claim by liable insofar as it proves that a third party as to which notice claim is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent based on a breach of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such ClaimAGREEMENT by ANYLINE.

Warranties and Indemnification. 8.1 C-3D a. Licensee represents and warrants that it is duly organized under applicable law and represents that: (a) that it has the power right and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) . Licensee further represents and warrants that it will comply with all applicable governmental laws, rules and regulations in connection with its manufacture, distribution, sale or use of the material contained Licensed Articles and its activities pursuant to this Agreement and that the Licensed Articles are not manufactured in the C-3D Service any so-called “sweatshops” or under any other abusive conditions, and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyrightcompliance with Federal and State labor, right of privacy or publicity or literary or dramatic right of any person; providedhealth, however, that such warranties safety and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliersrelated laws. 8.2 Affiliate b. CBS represents and warrants that it is duly organized under applicable law and represents that: (a) Affiliate that it has the power right and authority to enter into and perform this Agreement and to fully perform its obligations grant the rights granted hereunder; (b) Affiliate has obtained. CBS makes no representation or warranty as to the amount of receipts Licensee will derive or as to the quality or success of the Program or Property or reception it will receive by the public, and nor shall maintain in full force and effect during CBS be obligated to continue the term exhibition, distribution or other exploitation of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit Program or Property or continue the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right use of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunderelement of the Property. 8.3 Affiliate c. Licensee shall indemnify, hold harmless, and defend and hold harmless C3DCBS, its parent, subsidiaries affiliated and affiliated companies subsidiary companies, and their respective all of its officers, directors, employeesagents, agents attorneys and shareholders employees (“Indemnities”) from and against any and an all liabilities, claims, losses or causes of action, suits, losses, damages, costs fines, judgments, settlements and expenses (including, without limitation, including reasonable attorneys' ’ fees and expensescourt costs) (collectively "Claims") relating to which may be suffered, made or incurred by any of such Indemnities arising out of any breach or alleged breach of any of the representationscovenants, warranties, agreements, covenants or obligations representations and agreements made by Affiliate pursuant Licensee herein, including without limitation, claims relating to this Agreementor based upon: (i) unauthorized use of, or infringement of any patent, trademark, design, copyright or other proprietary or privacy right of a third party by Licensee: (ii) artwork or other material relating to the Property created, modified and/or used by Licensee in connection with the Licensed Articles without CBS’s approval; and/or (iii) defects in the Licensed Articles, despite CBS’s approval thereof, it being understood and agreed that any governmental order of recall or injunction against distribution and/or sale shall, as between CBS and Licensee, be deemed conclusive proof of such defect for the purpose of invoking the indemnifications set forth herein. CBS and Licensee shall give the other prompt written notice of the institution of any action or the making of any claim alleging a breach hereunder. 8.4 C3D d. CBS shall indemnityindemnify, hold harmless, and defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders Licensee from and against any and all Claims relating to liabilities, claims, causes of action, suits, losses, damages, fines, judgments, and expenses (including reasonable attorney’s fees and court costs) which may be suffered, made or incurred by Licensee arising solely out of any breach or alleged breach use by Licensee of the Property as authorized in this Agreement. Licensee shall give CBS prompt written notice of the institution of any action or the making of any such claims. CBS shall control all aspects of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows disposition of such circumstances: provided, however, that the failure to give such notice claims and Licensee shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, cooperate fully with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees CBS in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimtherewith.

Warranties and Indemnification. 8.1 C-3D 12.1 Each party warrants and represents that: (a) to the other party that it has the power full right and authority to enter into this Agreement Agreement, and that it is not aware of any impediment that would inhibit its ability to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to under this Agreement. 8.4 C3D 12.2 LMI warrants that the Products shall indemnityconform to the specifications provided in the Quality Agreement for such products and shall be free from Defects for **** (****) days from the date of sale to FRI. If any such Defects are detected within **** (****) days from the date of sale, defend as FRI’s exclusive remedy for such breach of warranty, LMI shall use commercially reasonable efforts to promptly replace of the Defective Products. Subject to the Provisions of Article 12 hereof, LMI MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH REGARD TO THE PRODUCTS. LMI EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL OR INCIDENTAL DAMAGES. 12.3 LMI shall indemnify and hold harmless AffiliateFRI, its parentparent companies, subsidiaries affiliates and affiliated companies subsidiaries, and their respective the officers, directorsdirectors and employees of each of them, employees, agents and shareholders harmless from and against any and all Claims relating liability, including liability for death or personal injury, and costs, losses and expenses, including reasonable attorneys’ fees, that stem from any acts or omissions of LMI in connection with its duties and obligations hereunder, including as they relate to the manufacture of the Products, or arising out of any breach or alleged from LMI’s breach of any provision of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (12.4 FRI shall indemnify and hold LMI, its parent companies, affiliates and subsidiaries, and the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") officers, directors and employees of each of them, harmless from any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: providedand all liability, howeverincluding liability for death or personal injury, and costs, losses and expenses, including reasonable attorneys’ fees, that the failure to give such notice shall not relieve the Indemnifying Party stem from any acts or omissions of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees FRI in connection with such contest its duties and defense. The Indemnified Party shall not settle or compromise any such Claim without obligations hereunder, including as they relate to the prior written consent distribution, promotion and/or secondary manufacture of the Indemnifying Party. If the Indemnified Party settles Finished Products, or compromises from FRI’s breach of any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved provision of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such ClaimAgreement.

Warranties and Indemnification. 8.1 C-3D a. Licensee represents and warrants that it is duly organized under applicable law and represents that: (a) that it has the power right and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) . Licensee further represents and warrants that it will comply with all applicable governmental laws, rules and regulations in connection with its manufacture, distribution, sale or use of the material contained Licensed Articles and its activities pursuant to this Agreement and that the Licensed Articles are not manufactured in the C-3D Service any so-called “sweatshops” or under any other abusive conditions, and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyrightcompliance with Federal and State labor, right of privacy or publicity or literary or dramatic right of any person; providedhealth, however, that such warranties safety and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliersrelated laws. 8.2 Affiliate b. CBS represents and warrants that it is duly organized under applicable law and represents that: (a) Affiliate that it has the power right and authority to enter into and perform this Agreement and to fully perform its obligations grant the rights granted hereunder; (b) Affiliate has obtained. CBS makes no representation or warranty as to the amount of receipts Licensee will derive or as to the quality or success of the Program or Property or reception it will receive by the public, and nor shall maintain in full force and effect during CBS be obligated to continue the term exhibition, distribution or other exploitation of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit Program or Property or continue the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right use of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunderelement of the Property. 8.3 Affiliate c. Licensee shall indemnify, hold harmless, and defend and hold harmless C3DCBS, its parent, subsidiaries affiliated and affiliated companies subsidiary companies, and their respective all of its officers, directors, employeesagents, agents attorneys and shareholders employees (“Indemnities”) from and against any and an all liabilities, claims, losses or causes of action, suits, losses, damages, costs fines, judgments, settlements and expenses (including, without limitation, including reasonable attorneys' ’ fees and expensescourt costs) (collectively "Claims") relating to which may be suffered, made or incurred by any of such Indemnities arising out of any breach or alleged breach of any of the representationscovenants, warranties, agreements, covenants or obligations representations and agreements made by Affiliate pursuant Licensee herein, including without limitation, claims relating to this Agreementor based upon: (i) unauthorized use of, or infringement of any patent, trademark, design, copyright or other proprietary or privacy right of a third party by Licensee: (ii) artwork or other material relating to the Property created, modified and/or used by Licensee in connection with the Licensed Articles without CBS’s approval; and/or (iii) defects in the Licensed Articles, despite CBS’s approval thereof, it being understood and agreed that any governmental order of recall or injunction against distribution and/or sale shall, as between CBS and Licensee, be deemed conclusive proof of such defect for the purpose of invoking the indemnifications set forth herein. CBS and Licensee shall give the other prompt written notice of the institution of any action or the making of any claim alleging a breach hereunder. 8.4 C3D d. CBS shall indemnityindemnify, hold harmless, and defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders Licensee from and against any and all Claims relating liabilities, claims, causes of action, suits, losses, damages, fines, judgments, and expenses (including reasonable attorney’s fees and court costs) which may be suffered, Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to a confidentiality request. Omissions are designated [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission with the confidentiality request. made or incurred by Licensee arising solely out of any breach or alleged breach use by Licensee of the Property as authorized in this Agreement. Licensee shall give CBS prompt written notice of the institution of any action or the making of any such claims. CBS shall control all aspects of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows disposition of such circumstances: provided, however, that the failure to give such notice claims and Licensee shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, cooperate fully with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees CBS in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimtherewith.

Warranties and Indemnification. 8.1 C-3D VITEX and Haemonetics each warrants and represents to the other that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the state in which it is incorporated; it has the power and authority right to enter into this Agreement Agreement; the execution, delivery, and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right performance of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement have been authorized by all necessary corporate action and by all necessary parties; and the terms of this Agreement are not inconsistent with other contractual obligations, express or implied, existing or contemplated, which it may have or expects to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect have during the term of this Agreement, such federal including any existing or contemplated contractual obligations by VITEX to Pall Corporation. VITEX and state, local and/or private authorizations as Haemonetics each further warrants and represents that the development efforts contemplated by this Agreement are necessary to operate not the subject of any third party licensing or consulting obligations; that each System of its employees participating in the Territory development efforts has executed an assignment to their respective employer of any and all right, title and interest such employee may have in any invention, discovery, or technology he/she, alone or jointly conceives, reduces to retransmit the C-3D Service pursuant practice, or otherwise develops relating to this Agreement; (c) Affiliate will immediately notify C3D and in the event that Affiliate loses, course of his/her employment by VITEX or becomes aware of circumstances Haemonetics; that it may losewill comply with all applicable laws, any necessary authorizationsrules and regulations. The parties agree and understand that the Phase 2/3 trials will involve human subjects in addition to in vitro research investigations. VITEX will defend, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend indemnify and hold harmless C3DHaemonetics, its parentdirectors, subsidiaries and affiliated companies and their respective officers, directors, employees, and agents and shareholders harmless from and against any and all claimscost, losses expense, or damages, costs and expenses liability (including, without limitation, reasonable including attorneys' fees and expensesfees) (collectively "Claims") relating to or claims of third parties, including any human subjects, arising out of any breach or alleged breach of any the use of the representations, warranties, agreements, covenants Viral Inactivation Agent or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any human subject studies during the development of the representationsViral Inactivation System, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases caused by the Indemnified Party's negligence, gross negligence or willful misconduct of Haemonetics or others acting on behalf of Haemonetics. Following the sale of the viral inactivation system, including Haemonetics' Equipment and Disposables, VITEX will defend, indemnify and hold Haemonetics, its directors, officers, employees, and agents harmless from any cost, expense, or liability hereunder. The Indemnifying Party shall have (including attorneys' fees) or claims of third parties arising out of the right use of the Viral Inactivation Agent, except to participate inthe extent caused by the negligence, andgross negligence or willful misconduct of Haemonetics or others acting on behalf of Haemonetics, provided further that, to the extent the cost, expense, liability or third party claim is based on injury caused by physical contact with the consent Viral Inactivation Agent, then VITEX shall defend, indemnify and hold Haemonetics harmless irrespective of Haemonetics' negligence. Except as set forth above, Haemonetics shall defend, indemnify and hold VITEX, its directors, officers, employees, and agents harmless from any cost, expense, or liability (including attorneys' fees) or claims of third parties, including any human subjects, arising out of a defect of the Indemnified PartyCell Washing System, which consent shall not be unreasonably withheld, except to control the contest and defense of any Claim by a third party as to which notice is given extent caused by the Indemnified Party under this Paragraph 8 at its own cost and expensenegligence, including the cost and expense gross negligence or willful misconduct of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consentVITEX, the Indemnifying Party shall be relieved Naval Blood Research Laboratory when acting for VITEX, or others acting on behalf of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such ClaimVITEX. EACH PARTY HEREBY DISCLAIMS ALL FURTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ANY REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY PARTY CLAIMING THROUGH IT FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES.

Warranties and Indemnification. 8.1 C-3D 7.1 The Licensee represents and warrants and represents that: that during the Term:- (a) it is duly incorporated, organized and validly existing under the laws of the jurisdiction of its incorporation, has the power all requisite powers, licenses and authority permits and has undertaken all actions and has fulfilled all conditions to enter into this Agreement into, to perform under and to fully perform comply with its obligations hereunder; under this Agreement; (b) the material contained business carried on by it is a legitimate, lawful business in the C-3D Service jurisdiction in which is conducts business and in the Promotional Materials supplied complies with all laws, regulations and requirements applicable to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers.its business; 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate the Licensee will immediately notify C3D in indemnify and keep harmless the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3DLicensor, its parent, subsidiaries and affiliated companies and their respective subsidiaries, affiliates, officers, directors, employeesrepresentatives, agents agents, and shareholders employees from and against any and all claims, losses losses, liabilities, costs, and other expenses incurred as a result of or damagesarising directly or indirectly out of or in connection with: (i) any misrepresentation, costs breach of warranty or non-fulfillment of any undertaking on its part under this Agreement; (ii) any claims, demands, awards, judgments, actions and expenses proceedings by whomsoever made, arising out of or in any way connected with the Licensee’s performance under this Agreement; (iii) any claims, demands, awards, judgments, actions and proceedings made by third parties arising out of, or in any way connected with the transactions between the Licensee and any User. 7.2 The Licensor represents and warrants that during the Term:- (a) it is duly incorporated, organized and validly existing and in good standing under the laws of Hong Kong, has all requisite powers, licenses and permits and has undertaken all actions and has fulfilled all conditions to enter into, to perform under and to comply with its obligations under this Agreement; and (b) it has all necessary rights and authority to execute and deliver this Agreement and to license Klarity to the Licensee on the terms of this Agreement and otherwise to perform its obligations hereunder and nothing contained in this Agreement or in the performance of this Agreement will place the Licensor in breach of any other contract or obligation. 7.3 Except as otherwise provided herein, the Licensor expressly disclaims all other representations, warranties or conditions, whether express, implied, statutory or otherwise, including, without limitation, reasonable attorneys' fees the implied warranties of merchantability, title, fitness for a particular purpose and expenses) (collectively "Claims") relating to or arising out non-infringement of any breach or alleged breach of any third party rights. Without limiting the generality of the representationsforegoing, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (Licensor does not warrant that the "Indemnified Party") agrees to give prompt notice to Software will meet the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, howeverLicensee’s requirements, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent operation of the Indemnified Party, which consent shall not Software will be unreasonably withheld, to control uninterrupted or error-free or that defects in the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall Software will be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimcorrected.

Warranties and Indemnification. 8.1 C-3D warrants and represents that: (a) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D C-3D are only as broad as and coextensive with those provided to C3D C-3D by C3D C-3D's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System system in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D C-3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, ; (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e3) Affiliate Shall shall not use, and shall require each System not to use any Programming Event for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3DC-3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out our of any breach or alleged breach of any of the representations, warranties, agreement, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C- 3D shall indemnify, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officer, directors, employees, agents and shareholders from and against any and all Claims relating to or arising our of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D C-3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Idemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party indemnifying party of its obligation to indemnify the Indemnified Party party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claim.

Warranties and Indemnification. 8.1 C-3D (a) Content Provider warrants and represents that: (ai) it owns or has properly licensed all rights in the power Content necessary to grant the rights and authority to enter into this Agreement and to fully perform its obligations licenses granted hereunder; (bii) the material contained in Content is not obscene, infringing, misappropriated, defamatory, or violates the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any personthird party; providedand (iii) all Content complies with all applicable federal, however, that such warranties state and representations by C3D are only as broad as local laws and coextensive with those provided to C3D by C3D 's program suppliersregulations. 8.2 Affiliate (b) iBEAM warrants and represents that: (ai) Affiliate it owns or has properly licensed all rights in all technology used to implement the power Webcast Distribution Service necessary to grant the rights and authority to enter into this Agreement and to fully perform its obligations licenses granted hereunder; (bii) Affiliate has obtainednone of the technology used to implement the Webcast Distribution Service infringes or misappropriates any intellectual property right of a third party; and (iii) operation of the Webcast Distribution Service complies with all applicable federal, state and local laws and regulations. All information contained with this document is confidential to the Parties hereto and shall maintain in full force and effect during not be reproduced or disclosed to any third party without written consent of the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; Parties. (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, Each party (d"Indemnifying party") any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend indemnify and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying PartyIndemnified party") for any breach or claim arising out of or related to the Indemnifying party's warranties, including payment of all damages, losses, expenses, costs and attorney's fees; provided that: (i) the Indemnified party promptly gives the Indemnifying party notice of a breach, claim, or threatened claim; (ii) the Indemnified party provides all reasonable assistance to the Indemnifying party in defending the claim, at the Indemnifying party's expense; and (iii) the Indemnifying party shall have sole control over the defense of the claim and all settlement negotiations. No settlement shall be effective (or indemnified) unless it is approved in writing by the Indemnifying party. The foregoing indemnity shall be a party's sole remedy for a breach of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is warranty given by the Indemnified Party under this Paragraph 8 at its own cost and expensesuch party hereunder. (d) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE, including the cost and expense of attorneys' fees in connection with such contest and defenseNEITHER PARTY MAKES ANY OTHER WARRANTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, AND DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consentiBEAM SPECIFICALLY DISCLAIMS ALL WARRANTIES THAT THE WEBCAST DISTRIBUTION SERVICE WILL MEET ANY STANDARD OF PERFORMANCE OR ACCURACY OR THAT IT WILL BE ERROR-FREE, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such ClaimOR TIMELY.

Warranties and Indemnification. 8.1 C-3D 13.1 Vendor warrants and represents that: (a) it has agrees that its Services and any Deliverables shall comply with the power and authority to enter into terms of this Agreement and that all information it provides to fully perform its obligations hereunder; (b) ALNYLAM shall be accurate. Any Services provided by the material contained in Vendor that ALNYLAM claims are less than professional quality, or which renders any or all of Vendor’s work product hereunder reasonably unreliable or unusable by ALNYLAM, shall be corrected by the C-3D Service and in Vendor without charge to ALNYLAM provided that ALNYLAM provides written notice of alleged poor quality within 30 days after it first became aware of the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliersissue. 8.2 Affiliate 13.2 Vendor warrants and represents agrees that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this AgreementAgreement or any Statement of Work, such federal it has no obligations to or relationships with, and statewill not create obligations to or relationships with, local and/or private authorizations as are necessary any other parties, that would create a conflict with performing the Services to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate losesALNYLAM, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not prevent the Vendor from performing the Services to use any Programming for any unlawful purpose or for any purpose not permitted hereunderALNYLAM. 8.3 Affiliate 13.3 Vendor shall indemnify, defend and hold harmless C3D, ALNYLAM and its parent, subsidiaries Affiliates and affiliated companies and each of their respective officers, directors, employees, agents directors and shareholders employees from and against any and all claims, losses Losses arising from or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to any third-party claim, suit, action, investigation or arising out proceeding (“Action”) as a result of any breach Vendor’s or alleged its Affiliate’s negligence, willful intent, breach of any law and/or breach of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D 13.4 ALNYLAM shall indemnityindemnify, defend and hold harmless Affiliate, Vendor or its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders Affiliate from and against any and all Claims Losses arising from or relating to or arising out any Action as a result of any breach or alleged ALNYLAM’s negligence, willful intent, breach of any law and breach of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each 13.5 Indemnification under clauses 13.3 and 13.4 will be provided only on the conditions that: 13.5.1 the indemnifying party seeking indemnity hereunder is given written notice within 15 days (excluding Saturdays, Sundays and public holidays) after the "Indemnified Party") agrees to give prompt indemnified party receives notice to of the other party subject action (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the provided failure to give such notice within such period shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 bar a claim for indemnification except to the extent that such failure increases has prejudiced the Indemnified Party's liability hereunder. The Indemnifying Party shall have indemnifying party); 13.5.2 the right to participate in, and, with the consent indemnifying party has sole control of the Indemnified Partydefense and all related settlement negotiations, which consent provided any settlement that would impose any monetary or injunctive obligation upon the indemnified party shall not be unreasonably withheldsubject to such party’s prior written approval; and 13.5.3 the indemnified party provides cooperation and information in furtherance of such defense, to control the contest and defense of any Claim by a third party as to which notice is given reasonably required by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimindemnifying party.

Warranties and Indemnification. 8.1 C-3D (a) Content Provider warrants and represents that: (ai) it owns or has properly licensed all rights in the power Content necessary to grant the rights and authority to enter into this Agreement and to fully perform its obligations licensed granted hereunder; (ii) the Content is not obscene, infringing, misappropriated, defamatory, or violates the privacy of a third party; and (iii) all Content complies with all applicable federal, state and local laws and regulations. (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers. 8.2 Affiliate iBEAM warrants and represents that: (ai) Affiliate it owns or has properly licensed all rights in all technology used to implement the power Webcast Distribution Service necessary to grant the rights and authority to enter into this Agreement and to fully perform its obligations licensed granted hereunder; (bii) Affiliate has obtainednone of the technology used to implement the Webcast Distribution Service infringes or misappropriates any intellectual property right of a third party; and (iii) operation of the Webcast Distribution Service complies with all applicable federal, state and shall maintain in full force local laws and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; regulations. (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, Each party (d"Indemnifying party") any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend indemnify and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying PartyIndemnified party") for any breach or claim arising out of or related to the Indemnifying party's warranties, including payment of all damages, losses, expenses, costs and attorney's fees; provided that: (i) the Indemnified party promptly gives the Indemnifying party notice of a breach, claim, or threatened claim; (ii) the Indemnified party provides all reasonable assistance to the Indemnifying party in defending the claim, at the Indemnifying party's expense; and (iii) the Indemnifying party shall have sole control over the defense of the claim and all settlement negotiations. No settlement shall be effective (or indemnified) unless it is approved in writing by the Indemnifying party. The foregoing indemnity shall be a party's sole remedy for a breach of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is warranty given by the Indemnified Party under this Paragraph 8 at its own cost and expensesuch party hereunder. (d) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE, including the cost and expense of attorneys' fees in connection with such contest and defenseNEITHER PARTY MAKES ANY OTHER WARRANTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, AND DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such ClaimIBEAM SPECIFICALLY DISCLAIMS ALL WARRANTIES THAT THE WEBCAST DISTRIBUTION SERVICE WILL MEET ANY STANDARD OF PERFORMANCE OR ACCURACY OR THAT IT WILL BE ERROR-FREE.

Warranties and Indemnification. 8.1 C-3D A. Customer warrants and represents that: (a) that it owns or licenses all rights in or has the power and authority right to enter into this Agreement and to fully perform its obligations hereunderdistribute, the Content; (b) that the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will Content does not violate any copyrighttrademarks, service marks or copyrights or any right of privacy or publicity or literary or dramatic right otherwise infringe upon the rights of any personthird party; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will Content does not violate any copyrightfederal, right of privacy state or publicity local laws, statutes or literary unless or dramatic right of any person; and (e) Affiliate Shall not use, and regulations. Customer shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend indemnify and hold harmless C3DNettaxi, its parent, subsidiaries and affiliated companies and their respective officers, directors, agents, contractors and employees, agents and shareholders from and against any and all third party claims, losses costs, expenses or damagesliabilities arising from or in connection with Customer's Content. Customer further agrees to indemnify Nettaxi against Customer's acts of negligence resulting in damage to third parties. B. Nettaxi warrants and represents that it owns or licenses all right in and to the technology associated with the Web Content Distribution service, costs and expenses (includingthat, without limitationto the best of its knowledge, reasonable attorneys' fees and expenses) (collectively "Claims") relating to none of the technology it uses for its services infringes upon or arising out the intellectual property right of any breach third party and that, to the best of its knowledge, the operation of the Web Content Distribution Service does not violate any applicable federal, state or alleged breach local statutes, rules or regulations. C. EXCEPT FOR THE WARRANTIES SET FORTH Herein, NEITHER PARTY MAKES ANY OTHER WARRANTIES in CONNECTION WITH THE SUBJECT MATER OF THIS AGREEMENT, WHETHER EXPRESSED OR Implied, AND DISCLAIMS ANY SUCH WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NETTAXI SPECIFICALLY DISCLAIMS ALL WARRANTIES THAT THE WEB CONTENT DISTRIBUTION SERVICE WILL MEET ANY STANDARD OF PERFORMANCE OR ACCURACY OR THAT IT WILL BE TIMELY OR FREE OF ERRORS. D. In the event of any breach, or reasonably anticipated breach, of any of the representations, foregoing warranties, agreementsin addition to any other remedies available in law or equity, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party Nettaxi shall have the right to participate inright, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheldat Nettaxi's sole discretion, to control the contest and defense of suspend Web Content Distribution Services if deemed reasonably necessary by Nettaxi to prevent any Claim by a third party as harm to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimbusiness.

Warranties and Indemnification. 8.1 C-3D warrants Xxxxx-Xxxxxxx and represents that: (a) it Associates, LLC assembles information from many sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor that the information provided from these sources is absolutely accurate or current. Nevertheless, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law. Client understands that Xxxxx-Xxxxxxx and Associates, LLC obtains the power information in its reports from various third party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. Xxxxx-Xxxxxxx and authority Associates, LLC makes no representation or warranty whatsoever, express or implied, including but not limited to, implied warranties of merchantability or fitness for particular purpose or implied warranties arising from the course of dealing or a course of performance with respect to enter into this Agreement and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyrightaccuracy, right of privacy validity or publicity or literary or dramatic right completeness of any person; provided, howeverinformation and/or consumer reports, that the reports will meet Client’s needs or will be provided on an uninterrupted basis; Xxxxx-Xxxxxxx and Associates, LLC expressly disclaims any and all such warranties representations and representations by C3D are only as broad as and coextensive with those provided warranties. Client agrees to C3D by C3D 's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend defend, and hold harmless C3DXxxxx-Xxxxxxx and Associates, LLC, its parentsuccessors and assigns, subsidiaries and affiliated companies and their respective officers, directors, employees, agents agents, vendors, and shareholders suppliers from and against any and all third-party claims, losses actions or damages, costs and expenses liabilities arising from or with respect to: (including, without limitation, reasonable attorneys' fees and expensesi) (collectively "Claims") relating to or arising out of any breach by Client of this Agreement or alleged breach of any of the representations, warrantiescertifications or warranties made hereunder, agreements(ii) Client’s violation of applicable laws or ordinances, covenants (iii) Client’s negligence, misconduct, recklessness, errors or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnityomissions, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claim.or

Warranties and Indemnification. 8.1 C-3D warrants and represents that: (a) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D C3D's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claim.

Warranties and Indemnification. 8.1 C-3D LONZA warrants and represents that: : (a) it has the power Services shall be performed in accordance with the terms and authority conditions of this Agreement, including, without limitation, Clauses 2.1 and 2.2; (b) as of the date of this Agreement the LONZA Know-How and/or Intellectual Property are owned by LONZA or LONZA is otherwise entitled to enter into use them for the purposes of providing Services under this Agreement and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary Agreement LONZA shall not do or cause anything to operate each System in be done which would adversely affect their ownership or entitlement to use the Territory and to retransmit the C-3D Service pursuant to this Agreement; same for those purposes; (c) Affiliate will immediately notify C3D in LONZA has the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, corporate authorizations to enter into this Agreement,; (d) as of the date of this Agreement to the best of LONZA’s knowledge and belief, the use by LONZA of the LONZA Know-How and the LONZA Intellectual Property (excluding any material contained in promotional material modifications or steps made or developed by Affiliate IMMUCELL, IMMUCELL Materials, Information and/or Intellectual Property) and LONZA Know-How and/or Intellectual Property for the performance of the Services as provided herein will not violate infringe any copyright, right of privacy rights (including without limitation any intellectual or publicity or literary or dramatic right of industrial property rights) vested in any personthird party; and and (e) Affiliate Shall not use, LONZA will notify IMMUCELL in writing immediately if it receives or is notified of a claim from a third party that the use by LONZA of the LONZA Know-How and/or Intellectual Property for Services infringes any intellectual property rights vested in such third party. 8.2 IMMUCELL warrants that: (a) IMMUCELL has and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and at all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out times throughout the term of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall Agreement have the right to participate insupply the Production Strain, and, with the consent other IMMUCELL Materials and IMMUCELL Information to LONZA and the necessary rights to permit LONZA to use the same for the purpose of the Indemnified PartyServices; (b) IMMUCELL has the necessary corporate authorizations to enter into this Agreement; (c) any of the Production Strain, the other IMMUCELL Materials, Information and/or Intellectual Property not owned by IMMUCELL are licensed to IMMUCELL under a license which consent shall will permit their use by LONZA to perform the Services; (d) to the best of IMMUCELL’s knowledge and belief, the use by LONZA of the Production Strain, other IMMUCELL Materials, Information and/or Intellectual Property for the Services (including without limitation the manufacture of the Product) will not be unreasonably withheld, to control the contest and defense infringe any intellectual property rights of any Claim by third party; and (e) IMMUCELL will promptly notify LONZA in writing if it receives or is notified of a claim from a third party as to which notice is given that the Production Stain, other IMMUCELL Materials, Information and/or Intellectual Property or that the use by LONZA thereof for the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent provision of the Indemnifying Party. If the Indemnified Party settles or compromises Services infringes any intellectual property rights of such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimthird party.

Warranties and Indemnification. 8.1 C-3D A. Customer warrants and represents that: (a) that it owns or licenses all rights in or has the power and authority right to enter into this Agreement and to fully perform its obligations hereunderdistribute, the Content; (b) that the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will Content does not violate any copyrighttrademarks, service marks or copyrights or any right of privacy or publicity or literary or dramatic right otherwise infringe upon the rights of any personthird party; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers. 8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will Content does not violate any copyrightfederal, right of privacy state or publicity local laws, statutes or literary rules or dramatic right of any person; and (e) Affiliate Shall not use, and regulations. Customer shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend indemnify and hold harmless C3DNettaxi, its parent, subsidiaries and affiliated companies and their respective officers, directors, agents, contractors and employees, agents and shareholders from and against any and all third party claims, losses costs, expenses or damagesliabilities arising from or in connection with Customer's Content. Customer further agrees to indemnify Nettaxi against Customer's acts of negligence resulting in damage to third parties. B. Nettaxi warrants and represents that it owns or licenses all right in and to the technology associated with the Web Content Distribution service, costs and expenses (includingthat, without limitationto the best of its knowledge, reasonable attorneys' fees and expenses) (collectively "Claims") relating to none of the technology it uses for its services infringes upon or arising out the intellectual property right of any breach third party and that, to the best of its knowledge, the operation of the Web Content Distribution Service does not violate any applicable federal, state or alleged breach local statutes, rules or regulations. C. EXCEPT FOR THE WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESSED OR IMPLIED, AND DISCLAIMS ANY SUCH WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON - INFRINGEMENT. NETTAXI SPECIFICALLY DISCLAIMS ALL WARRANTIES THAT THE WEB CONTENT DISTRIBUTION SERVICE WILL MEET ANY STANDARD OF PERFORMANCE OR ACCURACY OR THAT IT WILL BE TIMELY OR FREE OF ERRORS. D. In the event of any breach, or reasonably anticipated breach, of any of the representations, foregoing warranties, agreementsin addition to any other remedies available in law or equity, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party Nettaxi shall have the right to participate inright, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheldat Nettaxi's sole discretion, to control the contest and defense of suspend Web Content Distribution Services if deemed reasonably necessary by Nettaxi to prevent any Claim by a third party as harm to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimbusiness.

Warranties and Indemnification. 8.1 C-3D Mallinckrodt represents and warrants that it is not aware that the making of the Product using or incorporating the Mallinckrodt Proprietary Technology infringes any third party United States patent rights. Neurex represents and represents warrants that it is not aware that the making of SNX- 1 1 1 infringes any third party patent rights. 8.2 Mallinckrodt and Neurex each represent and warrant to the other that: : (a) It is a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has taken all required corporate or other necessary action to authorize the execution, delivery and performance of its obligations under this Agreement; (b) This Agreement is a valid, binding and legal agreement by it, enforceable against it in accordance with the terms and conditions of this Agreement, and it has the full right, power and authority to enter into this Agreement and to fully perform all of its obligations hereunder; and (bc) the material contained in the C-3D Service The execution, delivery and in the Promotional Materials supplied to Affiliate hereunder performance of its obligations under this Agreement will not violate result in any copyright, right breach or violation of privacy its incorporation documents or publicity bylaws or literary or dramatic right of any person; providedother agreement to which it is a party, howevernor result in any violation of any law, that such warranties and representations rule, regulation, statute or decree by C3D which it or any of its assets are only as broad as and coextensive with those provided to C3D by C3D 's program suppliersor may be subject. 8.2 Affiliate 8.3 Mallinckrodt warrants and represents that: (a) Affiliate has that all Product manufactured, stored, and shipped by it shall on the power and authority to enter into this Agreement and to fully perform its obligations hereunderdate of delivery meet the Specifications attached hereto; (b) Affiliate has obtainedthat all Product shall be manufactured in the United States and shall be manufactured in accordance with current Good Manufacturing Practices and, in all material respects, with all other applicable regulations of the FDA and other appropriate agencies of the United States, state and local governments; and (c) that it will make a reasonable good faith effort to improve the Yield rates of the Product. 8.4 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT MALLINCKRODT MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8.5 Neurex shall defend, indemnify, and hold harmless Mallinckrodt, its officers, agents, employees, and Affiliates from any loss, claim, action, damage, expense, or liability (including defense costs and attorneys' fees) ("Claim") including but not limited to the costs of environmental sampling, clean-up, and remediation, arising out of or related to the breach or alleged breach of any representation, warranty, or guarantee made by Neurex herein or the handling, possession, or use of the Product following acceptance of delivery by a common carrier pursuant to Section 5.5 except to the extent such claim is due to the negligence or misconduct of Mallinckrodt, its officers, agents or employees. It is specifically understood and agreed that the use of Accepted Product is within the sole control of Neurex and that Neurex will be exercising sole discretion and control over the conditions of any such use including without limitation any commercial applications of the Product or use in clinical trials. It is further understood and agreed that Neurex is in a unique and superior position to evaluate the suitability of the Product in and for any such use and the potential hazards associated therewith. Therefore, Mallinckrodt shall not be liable for and Neurex assumes all responsibility for and shall defend, indemnify and hold Mallinckrodt harmless against any and all loss, cost, damage, expense (including reasonable attorneys' fees) arising out of or related to any claim for personal injury (including death) and/or damage to property arising out of the possession, transportation, use, sale, testing, or disposal of any Accepted Product. 8.6 In no event, regardless of the form of action shall Mallinckrodt be liable for any special, indirect, incidental, consequential or punitive damages of any nature whatsoever including without limitation loss of profits or business interruption . 8.7 Mallinckrodt shall promptly notify Neurex of the existence of any third party claim, demand or other action giving rise to a claim for indemnification under this Agreement, and shall give Neurex a reasonable opportunity to defend the same at its own expense and with its own counsel, provided that Mallinckrodt shall at all times have the right to participate in such defense at its own expense. If, within a reasonable time after receipt of notice of a third party claim Neurex shall fail to undertake to so defend, Mallinckrodt shall have the right, but not the obligation, to defend and to compromise or settle (exercising reasonable business judgment) the third party claim for the account and at the risk and expense of Neurex. Each party shall make available to the other such information and assistance as the other shall reasonably request in connection with the defense of a third party claim. 8.8 Each party shall maintain in full force and effect policies of comprehensive general liability insurance, including product liability insurance, during the term of this Agreement, such federal and statehaving appropriate levels of coverage. At the written request of a party, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder. 8.3 Affiliate shall indemnify, defend and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement. 8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement. 8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agrees to give prompt notice to the other party (shall provide to the "Indemnifying Party") of any circumstances which may give rise to a Claim under this Paragraph 8 as soon as the Indemnified Party knows requesting party certificates or other evidence of such circumstances: provided, however, that the failure to give such notice shall not relieve the Indemnifying Party insurance. Mallinckrodt may satisfy this requirement through their current program of its obligation to indemnify the Indemnified Party under this Paragraph 8 except to the extent that such failure increases the Indemnified Party's liability hereunder. The Indemnifying Party shall have the right to participate in, and, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to control the contest and defense of any Claim by a third party as to which notice is given by the Indemnified Party under this Paragraph 8 at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest and defense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnified Party settles or compromises any such Claim without the Indemnifying Party's prior written consent, the Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party under this Paragraph 8 with respect to such Claimself-insurance.