Common use of Warranties Indemnification Clause in Contracts

Warranties Indemnification. 11.1 Sanquin hereby represents and wa1rnnts that (a) it has the power and authority to grant the licenses and rights provided for herein to Gemini, and that it has not earlier granted, or assumed any obligation to grant, any rights in the Sanquin Intellectual Property to any third party that would conflict with the rights granted to Gemini herein; and (b) this Agreement constitutes the legal, valid and binding obligation of Sanquin, enforceable against Sanquin in accordance with its terms. 11.2 EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, SANQUIN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE RESEARCH PROGRAM, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR AP ARTICULAR PURPOSE OF THE RESEARCH PROGRAM OR ANY SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF THE SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. 11.3 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITNE OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER PERSON, INCLUDING DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER ECONOMIC LOSSES (INCLUDING LOST PROFITS), RESULTING FROM THE RESEARCH PROGRAM OR THE USE OF ANY SANQUIN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. 11.4 Gemini will defend, indemnify and hold harmless Sanquin and any of Sanquin’s faculty, students, employees, trustees, officers, Affiliates and agents (hereinafter referred to collectively as the “Indemnified Persons”) from and against any and all liability, losses, damages, costs or expenses (including attorneys’ fees), which the Indemnified Persons may hereafter incur, or be required to pay, in connection with any third party claims or lawsuits to the extent resulting from (a) Gemini’s use of the results of Research Program or any Sanquin Intellectual Prope1iy or (b) any breach of this Agreement by Gemini or (c) any gross negligence or intentional misconduct of Gemini, its employees, Affiliates, contractors, licensees, sublicensees or transferees or agents as determined by a court of law of competent jurisdiction in a final opinion from which no appeal has or may be taken; provided, however, that Gemini will not have any responsibility hereunder for liability, claims, lawsuits, losses, damages, costs or expenses (including attorneys’ fees) to the extent based on the gross negligence or intentional misconduct of the Indemnified Persons as determined by a court oflaw of competent jurisdiction in a final opinion from which no appeal has or may be taken. Sanquin will notify Gemini upon learning of the Sanquin or threatened Sanquin of any such liability, claims, lawsuits, losses, damages, costs and expenses, and Sanquin will cooperate with Gemini in every proper way in the defense or settlement thereof at Gemini’s request and expense. Gemini will be entitled to control any litigation or potential litigation involving any such defense or settlement. Gemini will not dispose or settle any claim admitting liability on the part of the Sanquin without Sanquin’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless the settlement involves only the payment of money.

Warranties Indemnification. 11.1 Sanquin hereby represents and wa1rnnts that (a) it has the power and authority to grant the licenses and rights provided for herein to GeminiX. XXXXXXX WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, and that it has not earlier granted, or assumed any obligation to grant, any rights in the Sanquin Intellectual Property to any third party that would conflict with the rights granted to Gemini herein; and (b) this Agreement constitutes the legal, valid and binding obligation of Sanquin, enforceable against Sanquin in accordance with its terms. 11.2 AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENTTHE PRECEDING SENTENCE, SANQUIN CARGILL MAKES NO WARRANTIESREPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE RESEARCH PROGRAM, ANY SERVICE OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, PERFORMANCE THEREOF. B. NEITHER PARTY MAKES ANY WARRANTY OR FITNESS FOR AP ARTICULAR PURPOSE OF THE RESEARCH PROGRAM REPRESENTATION IN ANY MANNER WITH RESPECT TO ANY GOODS AND/OR SERVICES PROCURED BY A PARTICIPATING AFFILIATE UNDER A MASTER AGREEMENT ENTERED INTO WITH ANY SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF THE SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY, EACH PARTY ACKNOWLEDGING THAT IT SHALL HAVE RECOURSE SOLELY TO THE APPLICABLE THIRD PARTY SUPPLIER OF SUCH PRODUCT OR SERVICE. Should a Participating Affiliate under a Master Agreement need the assistance of the party in privity of contract under a Master Agreement, the contract party shall cooperate with the Participating Affiliate in preserving the Participating Affiliate’s rights under the Master Agreement so long as it is at the sole cost and expense of the Participating Affiliate. 11.3 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECTC. Subject to the limitations set forth in Section 10 herein, CONSEQUENTIAL, PUNITNE OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER PERSON, INCLUDING DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER ECONOMIC LOSSES (INCLUDING LOST PROFITS), RESULTING FROM THE RESEARCH PROGRAM OR THE USE OF ANY SANQUIN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. 11.4 Gemini will Mosaic agrees to defend, indemnify and hold harmless Sanquin Cargill and any of Sanquin’s faculty, students, employees, trusteesits Affiliates and their respective directors, officers, Affiliates employees and agents (hereinafter referred to collectively as the collectively, “Indemnified PersonsDOEAs”) from and against any and all liabilityclaims, losses, damages, costs liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or expenses injuries (including attorneys’ fees)costs of defense and investigation) (collectively “Damages”) incurred by Cargill, which its Affiliates or their respective DOEAs in the Indemnified Persons may hereafter incur, or be required to pay, in connection with any third party claims or lawsuits to the extent resulting from (a) Gemini’s use performance of the results of Research Program Services hereunder or any Sanquin Intellectual Prope1iy or (b) for any breach of this Agreement by Gemini or (c) Mosaic as a Participating Affiliate under any gross negligence or intentional misconduct of Gemini, its employees, Affiliates, contractors, licensees, sublicensees or transferees or agents as determined by a court of law of competent jurisdiction in a final opinion from which no appeal has or may be takenCargill Master Agreements; provided, however, that Gemini will the foregoing indemnity shall not have apply to any responsibility hereunder for liabilitysuch Damages to the extent caused by acts or omissions of Cargill, its Affiliates or their respective DOEAs constituting gross negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, lawsuits, losses, damagesliabilities, costs or expenses (including attorneys’ fees) damages and expenses. D. Subject to the extent based on limitations set forth in Section 10 herein, Cargill agrees to defend, indemnify and hold harmless Mosaic and its Affiliates and their respective DOEAs from and against any and all Damages incurred by Mosaic, its Affiliates or their respective DOEAs arising out of or in connection with the gross negligence or intentional willful misconduct by any Service Provider during the performance of the Indemnified Persons Services hereunder or for any breach by Cargill as determined by a court oflaw of competent jurisdiction in a final opinion from which no appeal has Participating Affiliate under any Mosaic Master Agreements. This indemnity includes, but is not limited to, (a) any injury to or may be taken. Sanquin will notify Gemini upon learning of the Sanquin or threatened Sanquin death of any such liabilitypersons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, lawsuits, losses, damagesliabilities, costs damages and expenses. E. Notwithstanding anything to the contrary contained herein, to the extent that Cargill utilizes third parties to provide Services hereunder, Cargill shall not have any liability to Mosaic or their respective DOEAs for the acts and omissions of such Third Party Suppliers (as hereafter defined); provided, however, if Mosaic, any of its Affiliates or any of their respective DOEAs suffer Damages, due to an act or omission of a Third Party Supplier which gives rise to a claim against the Third Party Supplier pursuant to the applicable agreement, Cargill will present a claim to the Third Party Supplier on behalf of Mosaic to the extent permitted under Cargill’s agreement with the Third Party Supplier and will pursue the claim in the same manner that Cargill would pursue a claim with respect to its other businesses, and Sanquin will cooperate with Gemini in every proper way in any recovery shall be remitted to the defense or settlement thereof at Gemini’s request and expense. Gemini will be entitled to control any litigation or potential litigation involving any such defense or settlement. Gemini will not dispose or settle any claim admitting liability on affected indemnitee(s). F. The provisions of this Section 9 shall survive the part termination of the Sanquin without Sanquin’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless the settlement involves only the payment of moneythis Agreement.

Warranties Indemnification. 11.1 Sanquin hereby represents and wa1rnnts that (a) it has the power and authority to grant the licenses and rights provided for herein to GeminiX. XXXXXXX WARRANTS THAT THE TRANSITION SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, and that it has not earlier granted, or assumed any obligation to grant, any rights in the Sanquin Intellectual Property to any third party that would conflict with the rights granted to Gemini herein; and (b) this Agreement constitutes the legal, valid and binding obligation of Sanquin, enforceable against Sanquin in accordance with its terms. 11.2 AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENTTHE PRECEDING SENTENCE, SANQUIN CARGILL MAKES NO WARRANTIESREPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE RESEARCH PROGRAM, ANY TRANSITION SERVICE OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, PERFORMANCE THEREOF. B. NEITHER PARTY MAKES ANY WARRANTY OR FITNESS FOR AP ARTICULAR PURPOSE OF THE RESEARCH PROGRAM REPRESENTATION IN ANY MANNER WITH RESPECT TO ANY GOODS AND/OR SERVICES PROCURED BY A PARTICIPATING AFFILIATE UNDER A MASTER AGREEMENT ENTERED INTO WITH ANY SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF THE SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY, EACH PARTY ACKNOWLEDGING THAT IT SHALL HAVE RECOURSE SOLELY TO THE APPLICABLE THIRD PARTY SUPPLIER OF SUCH PRODUCT OR SERVICE. Should a Participating Affiliate under a Master Agreement need the assistance of the party in privity of contract under a Master Agreement, the contract party shall cooperate with the Participating Affiliate in preserving the Participating Affiliate’s rights under the Master Agreement so long as it is at the sole cost and expense of the Participating Affiliate. 11.3 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECTC. Subject to the limitations set forth in Section 10 herein, CONSEQUENTIAL, PUNITNE OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER PERSON, INCLUDING DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER ECONOMIC LOSSES (INCLUDING LOST PROFITS), RESULTING FROM THE RESEARCH PROGRAM OR THE USE OF ANY SANQUIN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. 11.4 Gemini will Mosaic agrees to defend, indemnify and hold harmless Sanquin Cargill and any of Sanquin’s faculty, students, employees, trusteesits Affiliates and their respective directors, officers, Affiliates employees and agents (hereinafter referred to collectively as the collectively, “Indemnified PersonsDOEAs”) from and against any and all liabilityclaims, losses, damages, costs liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or expenses injuries (including attorneys’ fees)costs of defense and investigation) (collectively “Damages”) incurred by Cargill, which its Affiliates or their respective DOEAs in the Indemnified Persons may hereafter incur, or be required to pay, in connection with any third party claims or lawsuits to the extent resulting from (a) Gemini’s use performance of the results of Research Program Transition Services hereunder or any Sanquin Intellectual Prope1iy or (b) for any breach of this Agreement by Gemini or (c) Mosaic as a Participating Affiliate under any gross negligence or intentional misconduct of Gemini, its employees, Affiliates, contractors, licensees, sublicensees or transferees or agents as determined by a court of law of competent jurisdiction in a final opinion from which no appeal has or may be takenCargill Master Agreements; provided, however, that Gemini will the foregoing indemnity shall not have apply to any responsibility hereunder for liabilitysuch Damages to the extent caused by acts or omissions of Cargill, its Affiliates or their respective DOEAs constituting gross negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, lawsuits, losses, damagesliabilities, costs or expenses (including attorneys’ fees) damages and expenses. D. Subject to the extent based on limitations set forth in Section 10 herein, Cargill agrees to defend, indemnify and hold harmless Mosaic and its Affiliates and their respective DOEAs from and against any and all Damages incurred by Mosaic, its Affiliates or their respective DOEAs arising out of or in connection with the gross negligence or intentional willful misconduct by any Service Provider during the performance of the Indemnified Persons Transition Services hereunder or for any breach by Cargill as determined by a court oflaw of competent jurisdiction in a final opinion from which no appeal has Participating Affiliate under any Mosaic Master Agreements. This indemnity includes, but is not limited to, (a) any injury to or may be taken. Sanquin will notify Gemini upon learning of the Sanquin or threatened Sanquin death of any such liabilitypersons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, lawsuits, losses, damagesliabilities, costs damages and expenses. E. Notwithstanding anything to the contrary contained herein, to the extent that Cargill utilizes third parties to provide Transition Services hereunder, Cargill shall not have any liability to Mosaic or their respective DOEAs for the acts and omissions of such Third Party Suppliers (as hereafter defined); provided, however, if Mosaic, any of its Affiliates or any of their respective DOEAs suffer Damages, due to an act or omission of a Third Party Supplier which gives rise to a claim against the Third Party Supplier pursuant to the applicable agreement, Cargill will present a claim to the Third Party Supplier on behalf of Mosaic to the extent permitted under Cargill’s agreement with the Third Party Supplier and will pursue the claim in the same manner that Cargill would pursue a claim with respect to its other businesses, and Sanquin will cooperate with Gemini in every proper way in any recovery shall be remitted to the defense or settlement thereof at Gemini’s request and expense. Gemini will be entitled to control any litigation or potential litigation involving any such defense or settlement. Gemini will not dispose or settle any claim admitting liability on affected indemnitee(s). F. The provisions of this Section 9 shall survive the part termination of the Sanquin without Sanquin’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless the settlement involves only the payment of moneythis Agreement.

Warranties Indemnification. 11.1 Sanquin hereby represents and wa1rnnts that (a) it has the power and authority to grant the licenses and rights provided for herein to GeminiEACH RESPONSIBLE PARTY WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, and that it has not earlier granted, or assumed any obligation to grant, any rights in the Sanquin Intellectual Property to any third party that would conflict with the rights granted to Gemini herein; and (b) this Agreement constitutes the legal, valid and binding obligation of Sanquin, enforceable against Sanquin in accordance with its terms. 11.2 AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENTTHE PRECEDING SENTENCE, SANQUIN EACH RESPONSIBLE PARTY MAKES NO WARRANTIESREPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE RESEARCH PROGRAM, ANY TRANSITION SERVICE OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR AP ARTICULAR PURPOSE OF THE RESEARCH PROGRAM OR ANY SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF THE SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTYPERFORMANCE THEREOF. 11.3 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT(b) Subject to the limitations set forth in Section 13, CONSEQUENTIAL, PUNITNE OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER PERSON, INCLUDING DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER ECONOMIC LOSSES (INCLUDING LOST PROFITS), RESULTING FROM THE RESEARCH PROGRAM OR THE USE OF ANY SANQUIN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. 11.4 Gemini will Holding Company agrees to defend, indemnify and hold harmless Sanquin Cargill and any of Sanquin’s faculty, students, employees, trusteesits affiliates and their respective directors, officers, Affiliates employees and agents (hereinafter referred to collectively as the collectively, “Indemnified PersonsDOEAs”) from and against any and all liabilityclaims, losses, damages, costs liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or expenses injuries (including attorneys’ fees)costs of defense and investigation) (collectively “Damages”) incurred by Cargill, which the Indemnified Persons may hereafter incur, its affiliates or be required to pay, in connection with any third party claims their respective DOEAs caused by or lawsuits to the extent resulting from (ai) Geminiits performance of or failure to perform its obligations hereunder; (ii) Holding Company’s use access to and on Cargill’s property and (iii) Holding Company’s operation of the results of Research Program or any Sanquin Intellectual Prope1iy or (b) any breach of this Agreement by Gemini or (c) any gross negligence or intentional misconduct of Gemini, its employees, Affiliates, contractors, licensees, sublicensees or transferees or agents as determined by a court of law of competent jurisdiction in a final opinion from which no appeal has or may be takenbusiness; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (c) Subject to the limitations set forth in Section 13, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates and their respective DOEAs from and against any and all Damages incurred by Receiving Party, its affiliates or their respective DOEAs caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Cargill’s access to and on the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. (d) Notwithstanding anything to the contrary contained herein, to the extent that Gemini will a Responsible Party utilizes third parties to provide Services hereunder, the Responsible Party shall not have any responsibility hereunder liability to the Receiving Party, its affiliates or their respective DOEAs for liabilitythe acts and omissions of such third party suppliers; provided, claimshowever, lawsuitsif a Receiving Party, losses, any of its affiliates or any of their respective DOEAs suffer damages, costs due to an act or expenses (including attorneys’ fees) omission of a third party supplier which gives rise to a claim against the third party supplier pursuant to the applicable agreement, the Responsible Party will present a claim to the third party supplier on behalf of the Receiving Party to the extent based on permitted under the gross negligence or intentional misconduct of Receiving Party’s agreement with the Indemnified Persons as determined by third party supplier and will pursue the claim in the same manner that Responsible Party would pursue a court oflaw of competent jurisdiction in a final opinion from which no appeal has or may be taken. Sanquin will notify Gemini upon learning of the Sanquin or threatened Sanquin of any such liability, claims, lawsuits, losses, damages, costs and expensesclaim with respect to its other businesses, and Sanquin will cooperate with Gemini in every proper way in any recovery shall be remitted to the defense or settlement thereof at Gemini’s request and expense. Gemini will be entitled to control any litigation or potential litigation involving any such defense or settlement. Gemini will not dispose or settle any claim admitting liability on affected indemnitee(s). (e) The provisions of this Section 12 shall survive the part termination of the Sanquin without Sanquin’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless the settlement involves only the payment of moneythis Agreement.

Warranties Indemnification. 11.1 Sanquin hereby represents and wa1rnnts that (a) it has The Website will conform to the power and authority to grant specifications set forth in Section I in all material respects during the licenses and rights provided for herein to GeminiTerm, and after commercially reasonable diligence, the Company has no knowledge that it has not earlier granted, or assumed any obligation to grant, any the content on such Website constitutes an infringement of the intellectual property rights in the Sanquin Intellectual Property to of any third party that would conflict with the rights granted to Gemini herein; and (b) this Agreement constitutes the legalparty. OTHER THAN THIS LIMITED WARRANTY, valid and binding obligation of SanquinTHE WEBSITE AS DEVELOPED AND OPERATED HEREUNDER IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER, enforceable against Sanquin in accordance with its terms. 11.2 EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENTINCLUDING BUT NOT LIMITED TO GUARANTEED UPTIME OR SERVICE RESPONSE. THE COMPANY, SANQUIN MAKES NO FOR ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED, AS TO INCLUDING ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE RESEARCH PROGRAM, WEBSITE OR THE CONDITIONSERVICES PROVIDED THEREUNDER. The Institution's sole and exclusive remedy, OWNERSHIPand the Company’s entire liability for breach of such limited warranty, MERCHANTABILITYwill be the Company’s reasonable attempts to correct the warranted nonconformity. The Institution will indemnify, OR FITNESS FOR AP ARTICULAR PURPOSE OF THE RESEARCH PROGRAM OR ANY SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF THE SANQUIN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. 11.3 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITNE OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER PERSON, INCLUDING DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER ECONOMIC LOSSES (INCLUDING LOST PROFITS), RESULTING FROM THE RESEARCH PROGRAM OR THE USE OF ANY SANQUIN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. 11.4 Gemini will defend, indemnify defend and hold harmless Sanquin the Company and any of Sanquin’s faculty, students, employees, trusteesits directors, officers, Affiliates affiliates, agents and agents (hereinafter referred to collectively as the “Indemnified Persons”) employees from and against any and all liability, losses, claims or proceedings including damages, costs or judgments, assessments, investigation costs, settlement costs, legal fees and expenses, fines, penalties, arbitration awards, other liabilities, costs, fees and expenses (including attorneys’ fees)collectively, which the Indemnified Persons may hereafter incur, “Losses”) related to or be required arising out of (i) any oral or written information provided by the Institution to pay, the Company or its agents for use on or in connection with this Agreement and the Website, or (ii) any breach by the Institution of any representation, covenant or agreement by it in this Agreement. The Company will indemnify, defend and hold harmless the Institution and its directors, officers, affiliates, agents and employees from and against all Losses related to or arising out of (i) any breach by the Company of the limited warranty set forth in this Section VII; (ii) for any third party claims or lawsuits claim against Institution alleging infringement with respect to the extent resulting from (a) Gemini’s use of the results of Research Program or any Sanquin Intellectual Prope1iy Website; or (biii) any breach by the Company of any representation, covenant or agreement arising out of this Agreement by Gemini or (c) any gross negligence or intentional misconduct of Gemini, its employees, Affiliates, contractors, licensees, sublicensees or transferees or agents as determined by a court of law of competent jurisdiction in a final opinion from which no appeal has or may be taken; provided, however, that Gemini will not have any responsibility hereunder for liability, claims, lawsuits, losses, damages, costs or expenses (including attorneys’ fees) to the extent based on the gross negligence or intentional misconduct of the Indemnified Persons as determined by a court oflaw of competent jurisdiction in a final opinion from which no appeal has or may be taken. Sanquin will notify Gemini upon learning of the Sanquin or threatened Sanquin of any such liability, claims, lawsuits, losses, damages, costs and expenses, and Sanquin will cooperate with Gemini in every proper way in the defense or settlement thereof at Gemini’s request and expense. Gemini will be entitled to control any litigation or potential litigation involving any such defense or settlement. Gemini will not dispose or settle any claim admitting liability on the part of the Sanquin without Sanquin’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless the settlement involves only the payment of moneyAgreement.