Common use of Warranty and Indemnification Clause in Contracts

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights of any third parties are or will be violated by Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereunder.

Warranty and Indemnification. Subject to Article 28 (a) Dreyer's will indemnify Integrated Brands from any claim or damages, including reasonable attorneys' fees and costs, arising out of the WGA Minimum Basic Agreementa non-compliant Product not manufactured by Integrated Brands or its Affiliates; provided, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights however, that Integrated Brands gives Dreyer's immediate written notice of any third parties are loss or will be violated by Lender entering into or performing this Agreement. Lender claim and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement cooperates fully with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or WriterDreyer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Companyhandling of such claims. (b) Integrated Brands, but shall apply to at its own expense, will at all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall times indemnify and hold harmless Company (Dreyer's and its affiliated companies, successors, assigns, Affiliates and the their respective directors, officers, employees, employees and agents, and representatives of its Customers and upon request will defend the foregoing) from any damagesame against all actions, lossproceedings, liabilityclaims, costdemands, penaltylosses, guild fee suits, outlays, damages, judgments, penalties or award, or expense expenses and liabilities of any kind (or nature, including attorneyreasonable legal fees and other costs, that may be assessed against Dreyer's fees (hereinafter “Liability”) or its Customers or which Dreyer's or its Customers may incur directly or indirectly in connection with or arising out ofof defects in the storage and delivery to Customers of the Products. (c) Integrated Brands shall give Dreyer's prompt notice of any claim or suit coming within the scope of the indemnity under Section 16(b). Upon the written request of an indemnitee, resulting from, based upon or incurred because the indemnitor will assume the defense of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action against such indemnitee and will upon the request of the indemnitee, allow the indemnitee to participate in the defense thereof, such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall promptly notify release the other party thereof. The pendency of such indemnitor from the indemnity as to the claim, demand, or action so settled. Termination of this Agreement shall not release Company affect the continuing obligations of its obligation to pay Lender sums due each of the parties as indemnitors hereunder. (d) THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) Nothing contained herein shall preclude a party hereto from seeking injunctive relief or specific performance.

Warranty and Indemnification. Subject to Article 28 (a) Dreyer's will indemnify Integrated Brands from any claim or damages, including reasonable attorneys' fees and costs, arising out of the WGA Minimum Basic Agreementa non-compliant Product not manufactured by Integrated Brands or its Affiliates; provided, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights however, that Integrated Brands gives Dreyer's immediate written notice of any third parties are loss or will be violated by Lender entering into or performing this Agreement. Lender claim and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement cooperates fully with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or WriterDreyer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Companyhandling of such claims. (b) Integrated Brands, but shall apply to at its own expense, will at all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall times indemnify and hold harmless Company (Dreyer's and its affiliated companies, successors, assigns, Affiliates and the their respective directors, officers, employees, employees and agents, and representatives of its Customers and upon request will defend the foregoing) from any damagesame against all actions, lossproceedings, liabilityclaims, costdemands, penaltylosses, guild fee suits, outlays, damages, judgments, penalties or award, or expense expenses and liabilities of any kind (or nature, including attorneyreasonable legal fees and other costs, that may be assessed against Dreyer's fees (hereinafter “Liability”) or its Customers or which Dreyer's or its Customers may incur directly or indirectly in connection with or arising out ofof defects in the storage and delivery to Customers of the Products. (c) Dreyer's shall give Integrated Brands prompt notice of any claim or suit coming within the scope of the indemnity under Section 17(b). Upon the written request of an indemnitee, resulting from, based upon or incurred because the indemnitor will assume the defense of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action against such indemnitee and will upon the request of the indemnitee, allow the indemnitee to participate in the defense thereof, such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall promptly notify release the other party thereof. The pendency of such indemnitor from the indemnity as to the claim, demand, or action so settled. Termination of this Agreement shall not release Company affect the continuing obligations of its obligation to pay Lender sums due each of the parties as indemnitors hereunder. (d) THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) Either party shall be entitled to seek injunctive relief or specific performance.

Warranty and Indemnification. Subject to Article 28 (a) Integrated Brands will indemnify Dreyer's from any claim or damages, including reasonable attorneys' fees and costs, arising out of the WGA Minimum Basic Agreementa non-compliant Product not manufactured by Dreyer's or its Affiliates; provided, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights however, that Dreyer's gives Integrated Brands immediate written notice of any third parties are loss or will be violated by Lender entering into or performing this Agreement. Lender claim and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement cooperates fully with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted Integrated Brands in the Work by Companyhandling of such claims. (b) Dreyer's, but shall apply to at its own expense, will at all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall times indemnify and hold harmless Company (Integrated Brands and its affiliated companies, successors, assigns, Affiliates and the their respective directors, officers, employees, employees and agents, and representatives of its Customers and upon request will defend the foregoing) from any damagesame against all actions, lossproceedings, liabilityclaims, costdemands, penaltylosses, guild fee suits, outlays, damages, judgments, penalties or award, or expense expenses and liabilities of any kind (or nature, including attorney's reasonable legal fees (hereinafter “Liability”) and other costs, that may be assessed against Integrated Brands or its Customers or which Integrated Brands or its Customers may incur directly or indirectly in connection with or arising out ofof defects in the storage and delivery to Customers of the Products. (c) Integrated Brands shall give Dreyer's prompt notice of any claim or suit coming within the scope of the indemnity under Section 20(b). Upon the written request of an indemnitee, resulting from, based upon or incurred because the indemnitor will assume the defense of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action against such indemnitee and will upon the request of the indemnitee, allow the indemnitee to participate in the defense thereof, such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall promptly notify release the other party thereof. The pendency of such indemnitor from the indemnity as to the claim, demand, or action so settled. Termination of this Agreement shall not release Company affect the continuing obligations of its obligation to pay Lender sums due each of the parties as indemnitors hereunder. (d) THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) Nothing contained herein shall preclude a party hereto from seeking injunctive relief or specific performance.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic AgreementMEGABIOS shall defend, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights of any third parties are or will be violated by Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall ------------- ---------------------------- indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives LILLY against any direct loss or injury by reason of any third party action in which it is determined or alleged that LILLY's practice of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or awardinventions claimed in the MEGABIOS Patent Rights, or expense the use of MEGABIOS Information, or Project Information generated or developed by MEGABIOS, in the Field misappropriates that third party's rights arising out of any contractual obligation on the part of MEGABIOS to such third party. If MEGABIOS is required to pay any such third party a royalty or make any payment of any kind for LILLY's right to use MEGABIOS Patent Rights, MEGABIOS Information, or Project Information in the Field, in a particular country, MEGABIOS shall be solely responsible for the payment of such royalty or other payment. In the event that LILLY is seeking indemnification under this Section 11.5, it shall inform MEGABIOS of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit MEGABIOS to assume direction and control of the defense of the claim (including attorney's fees the right to settle the claim solely for monetary consideration to be paid by or on behalf of MEGABIOS), and shall cooperate as requested (hereinafter “Liability”at the expense of MEGABIOS) arising out ofin the defense of the claim. LILLY may elect at any time to acquire the third party rights and offset payments due to the third party for such rights against royalties due to MEGABIOS pursuant to Sections 11.1 and 11.3, resulting fromin lieu of the indemnification provided for in this Section 11.5. If, based upon prior to or incurred because of a breach by Lender and/or Writer during the pendency of any agreementaction described in the first paragraph of this Section 11.5 LILLY reasonably believes the indemnification provided by MEGABIOS under this Section 11.5 is inadequate due to bankruptcy, representationinsolvency or otherwise, LILLY may withhold payment to MEGABIOS of [ * ] of royalties owed to MEGABIOS in connection with Net Sales in the country(ies) where such third party claims misappropriated rights. Such royalties shall be paid to MEGABIOS upon conclusion of such action, or warranty made by Writer hereunderoffset against any outstanding obligation of MEGABIOS to indemnify LILLY, at LILLY's election. The party receiving notice of such claim, demand or action shall promptly notify [ * ] Certain information on this page has been omitted and filed separately with the other party thereofCommission. The pendency of such claim, demand, or action shall not release Company of its obligation Confidential Treatment has been requested with respect to pay Lender sums due hereunder.the omitted portions. Article XII ----------- Indemnification ---------------

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender Writer hereby represents and warrants as follows: Lender Writer is free to enter into this Agreement and no rights of any third parties are or will be violated by Lender Writer entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have has not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender Writer sums due hereunder.

Warranty and Indemnification. Subject 5.1 SD agrees to Article 28 defend, at its expense, any suit or proceeding brought against InCard by anyone submitting a claim alleging infringement of the WGA Minimum Basic Agreement, Lender hereby a patent or any other intellectual property resulting from use of SD's products. 5.2 SD represents and warrants that during twenty-four (24) months following the shipment and acceptance by InCard, each SD product shall be free from defects in material and workmanship and shall conform to the agreed specifications and all standards and other quality requirements set forth herein and any accepted purchase order, or other descriptions furnished or adopted by InCard and agreed to by SD, so long as follows: Lender the SD's products have been stored in normal conditions for storage of theSD's products and the defect is free to enter into this Agreement and no rights not a result of any third parties are improper use, undue treatment or will be violated wear and tear or InCard's or its subcontractor's manufacturing process. Such warranty by Lender entering into or performing this Agreement. Lender and Writer is not subject SD shall run only to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance benefit of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assignsInCard, and the directorsentire warranty claim made by InCard's customers shall be passed by InCard onto SD in accordance with this Section. If, officersduring the above-mentioned warranty period, employeesany SD product is found to be defective: (i) InCard shall notify SD, agentsin writing, with a description of the alleged defects promptly upon discovery of any non-conformance in the SD products; (ii) InCard shall, based on SD's request, offer SD the opportunity to inspect, under confidentiality's obligations, the allegedly non-conforming SD products; (iii) upon SD authorization, InCard shall return such SD products, freight prepaid, to SD factory, and, (iv) provided SD's examination of such SD products confirms that such SD products do not conform with the agreed specification, and representatives of the foregoing) from provided further that such non-conformance is not caused by accident, abuse, misuse, negligence, improper installation or packaging, improper testing or alteration by InCard, InCard's representative or agent or any damagethird party not authorized by SD, lossthen SD will, liabilityat its option, cost, penalty, guild fee or awardeither replace, or expense of credit InCard for such non-conforming SD products. This Section 5.2 shall in no event extend the warranty period for any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or SD products replaced hereunder beyond the original warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereunderperiod.

Warranty and Indemnification. Subject (i) Infringement: FARES warrants to Article 28 Customer that the Information does not infringe, misappropriate or violate the intellectual property rights of a third party. FARES will indemnify, defend and hold Customer harmless from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorney’s fees) attributable to any allegation of intellectual property infringement arising out of this Agreement (unless such allegation arises from the combination or use of the WGA Minimum Basic Information or the Services with any other software, data, or materials not furnished by FARES or is used in violation of any term or condition contained in this Agreement), Lender hereby represents provided that (i) Customer gives FARES prompt written notice of any such allegation, (ii) FARES maintains full and warrants as followscomplete control over the defense of any such allegation, and (iii) Customer cooperates fully with FARES in the defense of any such allegation. If the Information becomes or, in FARES’ opinion, is likely to become the subject of any claim or action that infringes, misappropriates or violates the intellectual property rights of another person, then FARES, at its expense and option, may: Lender (i) procure the right for Customer to continue using the Information, (ii) modify the Information to render it no longer subject to any such claim or action, or (iii) replace the Information or any portion thereof with equally suitable, functionally equivalent, non-infringing data. If none of the foregoing is free to enter into commercially practicable, FARES may terminate this Agreement and no rights refund a pro-rata amount of any third parties are the Fees actually paid hereunder. THIS SECTION SETS FORTH THE FULL EXTENT OF FARES’ LIABILITY TO CUSTOMER AND CUSTOMER’S SOLE REMEDIES WITH RESPECT TO ANY THIRD PARTY CLAIMS UNDER THIS AGREEMENT. (ii) Errors in Delivery Vehicle or will be violated by Lender entering into or performing this Agreement. Lender Software: FARES will, at its own expense and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's as its sole obligation and services hereunder. All Customer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible correctable error in the Service reported to FARES by Customer in writing or, if FARES determines that it is unable to correct such error, FARES will refund to Customer those Fees paid for such Service for the period commencing on the date FARES first received written notice from Customer of the Work (failure and ending on the Property, if any) shall be wholly original with Writer and none of date Customer receives written notice from FARES that it deems the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereunderfailure uncorrectable.

Warranty and Indemnification. Subject 11.1. SONIC FOUNDRY warrants it has full power and authority to Article 28 of the WGA Minimum Basic Agreement, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights of any third parties are or will be violated by Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any third party, which could interfere with grant HP the rights granted herein, the Program(s), Documentation, trademarks, copyrights and trade names referred to Company hereunder in this Agreement do not violate or infringe any third party intellectual property rights, and that the full performance Programs referred to herein will operate in accordance with their specifications and Documentation. 11.2. SONIC FOUNDRY agrees to indemnify and hold HP harmless of Lender’s and from any and all loss, cost, claim, liability, suit, judgment or Writer's obligation and services hereunder. All expense, including reasonable attorneys' fees, arising out of any breach of the Work above described warranties. 11.3. SONIC FOUNDRY will defend any claims, suit, or proceeding brought against HP or its customers insofar as it is based on a claim that (and the Property, if anyi) shall be wholly original with Writer and none of the same has been any Program or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibitionDocumentation, or any use thereof or part thereof, furnished by SONIC FOUNDRY under this Agreement constitutes an infringement of any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicitypatent, copyright, trademark, trade name, unauthorized trade secret use, or any other right of any person intellectual property right, or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written ii) the performance or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner non-performance of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights Programs; if notified promptly in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice writing of such claim, demand and given authority, information and assistance (at SONIC FOUNDRY's expense) to handle the claim the defense of any suit or action shall promptly notify proceeding, and SONIC FOUNDRY agrees to pay all damages and costs awarded therein against HP and its customers. In case any Program or documentation or any part thereof is in such suit held to constitute an infringement and its use is enjoined, SONIC FOUNDRY shall, at its own expense and at its option, either procure for HP and its customers the other party thereof. The pendency right to continue use or, if applicable, replace the same with a noninfringing Program and documentation of such claim, demandequivalent function and performance, or action shall not release Company modify them so they become noninfringing without detracting from function or performance. This Section states SONIC FOUNDRY's entire liability to HP for infringement of its obligation to pay Lender sums due hereunderthird party intellectual property rights. 11.4. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SONIC FOUNDRY MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PROGRAMS, AND SONIC FOUNDRY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby 10.1 Licensee represents and warrants as follows: Lender that the Founders have duly and validly assigned all of their respective right, title and interest in the Licensed Patents to ASU and/or VA. AzTE warrants and represents that ASU is free the owner of the Licensed Patents, subject to enter into this Agreement and no the rights of Prolexys under the Prolexys Research Agreement, any third parties are interests or will be violated encumbrances created by Lender entering into or performing this Agreement. Lender and Writer is not subject to the Founders, any conflicting obligation or any disabilityinterests of the United States Veteran’s Administration, and Lender nor Writer have not made the possible government interest described above. Subject to the foregoing, AzTE warrants and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or represents that it has the full performance of Lender’s or Writer's obligation right and services power, to grant the licenses hereunder. All NEITHER AZTE, ASU NOR ITS REGENTS, FELLOWS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY FOR THE PURPOSES OF THIS SECTION 10, “ASU”), MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, REGARDING THE LICENSED SUBJECT MATTER OR THE USE THEREOF, AND ALL SUCH PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SUBJECT MATTER HEREUNDER OR USE THEREOF, AND NO SUCH PARTY ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE DESIGN, DEVELOPMENT, MANUFACTURE, USE, SALE OR OTHER DISPOSITION BY LICENSEE, AFFILIATES, OR SUBLICENSEES OF LICENSED PRODUCTS. 10.2 Neither AzTE nor ASU shall have any liability or obligation in respect of the Work (and the Property, if any) shall be wholly original with Writer and none any infringement of the same has been any patent or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of third parties due to Licensee’s, or its Affiliate’s or Sublicensee’s activities under the license granted. LICENSEE, AFFILIATES AND SUBLICENSEES ASSUME THE ENTIRE RISK AS TO PERFORMANCE OR DISPOSITION OF LICENSED PRODUCTS OR USE OF THE LICENSED SUBJECT MATTER. In no event shall AzTE or ASU be responsible or liable for any person direct, indirect, special, incidental, or entityconsequential damages or lost profits or other economic loss or damage with respect to Licensed Products regardless of the legal theory. The warranty limitations on liability contained in this subparagraph shall not Article apply to any material as furnished to Writer by Company (unless such furnished material was written even though AzTE or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer ASU may add thereto. Lender and/or Writer is sole owner have been advised of the Property together with the title thereof and all rights granted (or purported possibility of such damage. 10.3 Licensee hereby agrees to be granted) to Company hereunderindemnify, and no rights in the Property have been granted to others or impaired by Lender and/or Writerdefend, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify save and hold harmless Company (and AzTE, its affiliated companies, successors, assigns, and the directors, officers, employees, and agents, ASU, the ASU Foundation, and their respective regents, directors, officers, employees and agents, and representatives the State of the foregoing) Arizona, harmless from and against any damagethird party claims, lossdemands, or actions alleging or seeking recovery or other relief for any liability, cost, penaltyfee, guild fee or awardexpense, loss, or expense damage arising or resulting from the use of Licensed Subject Matter or Licensed Products by Licensee, its customers or end-users or its Sublicensees or their customers or end-users, however the same may arise. Licensee shall not, and shall require that its Affiliates and Sublicensees not, make any kind (including attorney's fees (hereinafter “Liability”) arising out ofstatements, resulting from, based upon representations or incurred because of a breach by Lender and/or Writer of warranties whatsoever to any agreement, representationperson or entity, or warranty made by Writer hereunder. The party receiving notice of such claimaccept any liabilities or responsibilities whatsoever from any person or entity that, demand as to AzTE or action shall promptly notify the other party thereof. The pendency of such claimASU, demand, are inconsistent with any disclaimer or action shall not release Company of its obligation to pay Lender sums due hereunderlimitation included in this Section 10.

Warranty and Indemnification. Subject 16.1 Except as set forth in Section 16.2 below, Company agrees to Article 28 indemnify, defend and hold Jabil and its employees, Subsidiaries, Affiliates, successors and assigns harmless from and against all claims, damages, losses, costs and expenses, including attorneys’ fees, arising from any recall, replacement or impoundment of any Product and any third party claims asserted against Jabil and its employees, Subsidiaries, Affiliates, successors and assigns, that are based in part or in whole on any of the WGA Minimum Basic Agreementfollowing: (a) Specifications, Lender hereby represents Company Proprietary Information and warrants as follows: Lender Technology, any Product, or any information, technology and processes supplied and/or approved by Company or otherwise required by Company of Jabil; (b) [***]; (c) [***], and (d) design or product liability alleging that any item in subsection (a) has caused or will in the future cause damages of any kind. Jabil may employ counsel, at its own expense to assist Jabil with respect to any such claims, provided that if such counsel is free necessary because of a conflict of interest with Company or its counsel or because Company does not assume control of the defense of a claim for which Company is obligated to indemnify Jabil hereunder, Company shall bear such expense. Company shall not enter into this Agreement any settlement that affects Jabil’s rights or interests without Jabil’s prior written approval, which shall not be unreasonably withheld. Jabil will provide such assistance and no rights of cooperation as is reasonably requested by Company or its counsel in connection with such indemnified claims. 16.2 Except as set forth in 16.1 above, Jabil agrees to indemnify, defend and hold Company and its employees, Subsidiaries, Affiliates, successors and assigns harmless from and against all claims, damages, losses, costs and expenses, including attorneys’ fees, arising from any third parties party claims asserted against Company and its employees, Subsidiaries, Affiliates, successors and assigns, that are based in part or will be violated in whole on any of the following: (a) an allegation that the manufacturing processes supplied by Lender entering into Jabil hereunder, infringe or performing this Agreement. Lender and Writer is not subject to violate any conflicting obligation patent, copyright or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any other intellectual property right of a third party, which could interfere or (b) third party claims for bodily injury or tangible property damage to the extent such claim is based on a manufacturing defect [***]Company may employ counsel, at its own expense to assist Company with the rights granted respect to Company hereunder any such claims, provided that if such counsel is necessary because of a conflict of interest with Jabil or the full performance of Lender’s its counsel or Writer's obligation and services hereunder. All because Jabil does not assume control of the Work (and the Property, if any) shall be wholly original with Writer and none defense of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply a claim for which Jabil is obligated to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to indemnify Company hereunder, Jabil shall bear such expense. Jabil shall not enter into any settlement that affects Company’s rights or interests without Company’s prior written approval, which shall not be unreasonably withheld. Company will provide such assistance and no rights in the Property have been granted to others cooperation as is reasonably requested by Jabil or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation its counsel in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereunderindemnified claims.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby Parkdale represents and warrants as follows: Lender is free (1) the Yarn delivered hereunder shall conform in all material respects to enter into this Agreement the Specifications and no rights of any third parties are or will be violated by Lender entering into or performing this Agreement. Lender applicable laws, rules and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made regulations and shall not hereafter make any agreement with any third partybe manufactured, which could interfere produced and shipped in accordance with the rights granted to Company hereunder or Specifications and applicable laws, rules and regulations; (2) the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) Yarn shall be wholly original with Writer free from defects in materials and none workmanship and that, at the time of delivery, Parkdale shall have good title and right to transfer and sell the same has been or and that the same shall be copied delivered free of encumbrances; and (3) the Yarn shall be free from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any the claim of the rights herein granted shall not defame any person or entity nor violate any arising from patent, trade secret, trademark, copyright or other proprietary or intellectual property right infringement except to the extent that any such claim arises as a result of privacy the Specifications or publicityother instructions provided to Parkdale by Delta. If Parkdale fails to deliver any Yarn hereunder free of encumbrances, Delta may reject such Yarn pursuant to SECTION 6 or Delta may, upon written notice to Parkdale, require that Parkdale, at its expense, defend the title thereto and promptly cause any security interest, claim, demand, lien, or other encumbrance to be removed. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 5, PARKDALE MAKES NO OTHER WARRANTIES OF QUALITY, AND PARKDALE HEREBY DISCLAIMS ALL OTHER WARRANTIES OF QUALITY, WHETHER EXPRESS OR IMPLIED, WHETHER CREATED BY CONTRACT OR BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. Parkdale shall defend, indemnify and hold harmless Delta from and against any other right and all damages, claims, losses, expenses, costs, obligations, and liabilities, including without limiting the generality of the foregoing, liabilities for reasonable and documented attorney's fees (“Claims”), suffered by Delta directly by reason of or arising out of any person breach of any representation or entity. The warranty in made by Parkdale under this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or WriterAgreement, except to the extent that any Claim arises as specifieda result of Delta’s negligence, if at allbad faith or willful misconduct. Delta shall defend, in this Agreement. No part of indemnify and hold harmless Parkdale from and against any Claims brought against or incurred by Parkdale caused by the property has been registered for copyright, published, Specifications or otherwise exploited or agreed other explicit written instructions provided by Delta to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation Parkdale in connection with the Property supply of Yarn under this Agreement, except to the extent that any Claim arises as a result of Parkdale’s negligence, bad faith or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereunderwillful misconduct.

Warranty and Indemnification. Subject 11.01 Each party warrants and represents to Article 28 of the WGA Minimum Basic Agreement, Lender hereby represents other that it has the full right and warrants as follows: Lender is free authority to enter into this Agreement Agreement, and no rights that it is not aware of any third parties are or will be violated by Lender entering into or performing impediment that would inhibit its ability to perform its obligations under this Agreement. Lender . 11.02 MFCI warrants that the Products to be supplied to Syncor under this Agreement will, at the time of delivery, conform to the standards and Writer is not subject specifications of MFCI and the Food and Drug Administration, Division of Medical Imaging as set forth in Schedule “C” hereto; MFCI makes no other warranty of any kind with respect to the Products, either express or implied. 11.03 Claims concerning any failure to meet the standards or specifications of MFCI on account of quality, loss or damage to any conflicting obligation or any disability, and Lender nor Writer have not of the Products shall be made and by Syncor in writing within twenty-one (21) days following Syncor’s receipt of the applicable Products. The Products shall not hereafter make any agreement with any third partybe returned to MFCI or to its Associates without prior written permission, which could interfere with it being further understood that in such circumstances, MFCI shall have the rights granted option of advising Syncor to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if anydestroy such Product(s) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contracton spot. The reproduction, exhibition, or any use thereof liability of MFCI or any of its Associates for any Products proved not to meet said standards and specifications shall be limited to a replacement with a new Product meeting the rights herein granted required standards and specifications. Such replacement shall constitute MFCI’s sole and exclusive liability for such claims. 11.04 MFCI shall not defame be responsible for any person damages or entity nor violate losses suffered by Syncor and/or any copyright Approved Assignee or right other Associate arising out of privacy the storage, handling, distribution, sale or publicityuse of the Products by any of them, except for those claims which are occasioned by the wilful or negligent acts of MFCI, its agents, servants and employees. Notwithstanding the foregoing, MFCI shall indemnify Syncor and hold it harmless from any and all claims, lawsuits and liability, including liability for death or personal injury, costs, losses, or expenses, including reasonable attorneys’ fees, which stem from any Products that were damaged or defective at the time of delivery to Syncor unless such liability is attributable, to the negligent, reckless or intentional malfeasance of Syncor, any of its Approved Assignees or other Associates, and/or of any of their respective officers, agents or employees MFCI shall confer with Syncor prior to settlement of any claims relating to the subject matter of this Agreement or against MFCI for which MFCI shall provide a defence and indemnity to Syncor. 11.05 Syncor shall defend and indemnify MFCI and its Associates and hold each of them harmless against all damages, costs, claims, expenses, proceedings and demands suffered by each of them hereunder, including reasonable attorneys’ fees, whether in respect of death, personal injury or otherwise, which arise out of the storage, handling, distribution, sale, or the use or administration of the Products by Syncor, any Approved Assignee and/or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, publishedAssociate, or otherwise exploited which arise out of damage to property or agreed injury to be published or otherwise exploited with the knowledge death of persons occasioned by or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property any wilful or the rights herein granted. Lender shall indemnify and hold harmless Company (and negligent acts of Syncor, any Approved Assignee and/or any other Associate, its affiliated companies, successors, assigns, and the directors, officers, agents and employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense . Syncor shall confer with MFCI prior to settlement of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon claims relating to the subject matter of this Agreement against Syncor or incurred because of for which Syncor shall provide a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation defence and indemnity to pay Lender sums due hereunderMFCI.

Warranty and Indemnification. Subject to Article 28 (a) NICC will indemnify Integrated Brands from any claim or damages, including reasonable attorneys' fees and costs, arising out of the WGA Minimum Basic Agreementa non-compliant Product not manufactured by Integrated Brands or its Affiliates; provided, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights however, that Integrated Brands gives NICC immediate written notice of any third parties are loss or will be violated by Lender entering into or performing this Agreement. Lender claim and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement cooperates fully with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted NICC in the Work by Companyhandling of such claims. (b) Integrated Brands, but shall apply to at its own expense, will at all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall times indemnify and hold harmless Company (Nestle USA, Inc., NICC, Dreyer's and its affiliated companies, successors, assigns, their Affiliates and the their respective directors, officers, employees, employees and agents, and representatives its Customers and upon request will defend the same against all actions, proceedings, claims, demands, losses, suits, outlays, damages, judgments, penalties or expenses and liabilities of any kind or nature, including reasonable legal fees and other costs, (i) that may be assessed against NICC or its Customers or which NICC or its Customers may incur directly or indirectly in connection with or arising out of defects in the storage and delivery to Customers of the Products or (ii) to the extent arising from or related to (A) any acts or omissions of any Transition Employee (as defined in Exhibit C) during the Transition Period (as defined in Exhibit C) applicable to such employee, other than to the extent arising out of actions taken at the direction of NICC or its Affiliates, (B) any employment-related claims by governmental authorities arising out of actions or omissions of Integrated Brands (as the entity responsible for the direction and supervision of the Transition Employees during the applicable Transition Period) or its Affiliates with respect to Transition Employees during the Transition Period applicable to such employee, (C) any injury, disability or illness incurred by any of the Transition Employees during the Transition Period applicable to such employee, other than any caused by NICC or any of its Affiliates, (D) any other claims against Dreyer's, NICC or Nestle USA, Inc. or any of their Affiliates by any Transition Employee arising out of the provision of the services provided hereunder, except to the extent related to the actions or omissions of NICC and its Affiliates or any claim that the employment arrangement contemplated by Exhibit C constituted a termination (constructive or otherwise) of any Transition Employee, and (E) any claims against Dreyer's, NICC, Nestle USA, Inc. or any of their Affiliates arising out of or relating to discrimination or alleged discrimination on the basis of age, race, sex or the like with respect to the decision by Integrated Brands as to which Transition Employees to hire (and any subsequent termination of any non-hired employees, except to the extent related to NICC's obligations under its compensation, benefits and severance programs). NICC, at its own expense, will at all times indemnify and hold harmless Integrated Brands and its Affiliates and their respective directors, officers, employees and agents, and its Customers and upon request will defend the same against all actions, proceedings, claims, demands, losses, suits, outlays, damages, judgments, penalties or expenses and liabilities of any kind or nature, including reasonable legal fees and other costs, to the extent arising from or related to (i) any acts or omissions of any Transition Employee during the Transition Period applicable to such employee taken at the direction of NICC or its Affiliates, (ii) any employment related claims by governmental authorities arising out of actions or omissions of NICC or its Affiliates with respect to Transition Employees during the Transition Period applicable to such employee, (iii) any injury, disability or illness incurred by any of the Transition Employees during the Transition Period applicable to such employee caused by NICC or any of its Affiliates, (iv) any other claims against Integrated Brands or any of its Affiliates by any Transition Employee to the extent related to the actions or omissions of NICC and its Affiliates or with respect to any claim that the employment arrangement contemplated by Exhibit C constituted a termination (constructive or otherwise) of any Transition Employee, and (v) any claims against Integrated Brands or any of its Affiliates arising out of or related to discrimination or alleged discrimination on the basis of age, race, sex or the like with respect to any actions taken by Dreyer's, NICC, Nestle USA, Inc. or any of their Affiliates with respect to the termination of any Transition Employees by any of the foregoing, which termination is not related to the decision by Integrated Brands as to which Transition Employees to hire). (c) from any damage, loss, liability, cost, penalty, guild fee or award, or expense The indemnitee shall give the indemnitor prompt notice of any kind (including attorney's fees (hereinafter “Liability”) arising out ofclaim or suit coming within the scope of the indemnity under Section 18(b). Upon the written request of an indemnitee, resulting from, based upon or incurred because the indemnitor will assume the defense of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action against such indemnitee and will upon the request of the indemnitee, allow the indemnitee to participate in the defense thereof, such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall promptly notify release the other party thereof. The pendency of such indemnitor from the indemnity as to the claim, demand, or action so settled. Termination of this Agreement shall not release Company affect the continuing obligations of its obligation to pay Lender sums due each of the parties as indemnitors hereunder. (d) THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) Nothing contained herein shall preclude a party hereto from seeking injunctive relief or specific performance.

Warranty and Indemnification. Subject (a) Except as conditioned upon SB's obligations under Section 5(h) of this Agreement, SELLER warrants that PRODUCTS contained in each shipment shall conform strictly to Article 28 SPECIFICATIONS and shall be manufactured in accordance with applicable cGMPs. THIS WARRANTY AND THE WARRANTIES SET FORTH IN SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER THE PRODUCT IS USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES. (b) SB warrants that the Materials contained in each shipment to SELLER shall conform strictly to SPECIFICATIONS for same and shall be manufactured in accordance with applicable cGMPs. THIS WARRANTY AND THE WARRANTIES SET FORTH IN SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE MATERIALS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER THE MATERIALS ARE USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES. (c) In the event that any PRODUCTS or Materials have to be quarantined or recalled, or are subject to a stop-sale action, whether voluntary or by governmental action, it is agreed and understood that any expenses, including reasonable fees of any experts or attorneys that may be utilized by either party, government fines or penalties, related to such recall, quarantine or stop-sale, shall be borne by the party determined to have been responsible for the basis upon which said recall, quarantine or stop-sale was initiated. Said determination may be made by the governmental agency involved, or by mutual agreement of the WGA Minimum Basic Agreementparties following examination and review of all records pertinent to the manufacture of PRODUCT or Materials subject to said recall. (d) SB shall indemnify and hold SELLER harmless from and defend against any and all third party claims, Lender hereby represents and warrants as follows: Lender is free suits, actions or threats of action based upon, related to enter into or arising from a breach of any representation, warranty or covenant in this Agreement and no rights or from omissions, negligence, or willful misconduct or any wrongdoing of any third parties are or will be violated by Lender entering into or performing SB in connection with this Agreement. Lender and Writer is SB shall bear the cost, including reasonable attorneys fees, arising in connection herewith. However, the obligation of SB to indemnify SELLER shall be excluded if: (i) the losses incurred are based on negligent acts or omissions of SELLER; and/or (ii) if SELLER fails to promptly notify SB of the assertion of any such claims of which SB was actually aware; and/or (iii) if SELLER recognizes or settles all or part of any such claims without SB's prior consent, which shall not subject to any conflicting obligation be unreasonably conditioned, withheld or any disability, and Lender nor Writer have not made delayed. (e) SELLER shall be liable for and shall not hereafter make indemnify, hold harmless and defend SB, its directors and employees from and against, any agreement damages or injuries to persons or to property, including reasonable attorneys fees, arising from or in connection with any third partyparty claims, which could interfere with the rights granted to Company hereunder suits, actions or the full performance threats of Lender’s action resulting from a breach of any representation, warranty or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned covenant in this contract. The reproductionAgreement or from omissions, exhibitionnegligence, or any use thereof willful misconduct or any wrongdoing of SELLER in connection with this Agreement, provided, however, that any such negligence could not reasonably be determined during the rights herein granted shall not defame any person or entity nor violate any copyright or right incoming inspection of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material goods as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, described in this Agreement. No However, the obligation of SELLER to indemnify SB shall be excluded to the extent that (i) the losses incurred are based on negligent acts or omissions of SB; and/or (ii) if SB fails to promptly notify SELLER of the assertion of any such claims to the extent that SB was actually aware of the existence of such claims of which SELLER was actually aware; and/or (iii) if SB recognizes or settles all or part of the property has been registered for copyrightany such claims without SELLER's prior consent, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action which shall not release Company of its obligation to pay Lender sums due hereunderbe unreasonably conditioned, withheld or delayed.

Warranty and Indemnification. Subject to Article 28 (a) Integrated Brands will indemnify Dreyer's from any claim or damages, including reasonable attorneys' fees and costs, arising out of the WGA Minimum Basic Agreementa non-compliant Product not manufactured by Dreyer's or its Affiliates; provided, Lender hereby represents and warrants as follows: Lender is free to enter into this Agreement and no rights however, that Dreyer's gives Integrated Brands immediate written notice of any third parties are loss or will be violated by Lender entering into or performing this Agreement. Lender claim and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement cooperates fully with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted Integrated Brands in the Work by Companyhandling of such claims. (b) Dreyer's, but shall apply to at its own expense, will at all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall times indemnify and hold harmless Company (Integrated Brands and its affiliated companies, successors, assigns, Affiliates and the their respective directors, officers, employees, employees and agents, and representatives of its Customers and upon request will defend the foregoing) from any damagesame against all actions, lossproceedings, liabilityclaims, costdemands, penaltylosses, guild fee suits, outlays, damages, judgments, penalties or award, or expense expenses and liabilities of any kind (or nature, including attorney's reasonable legal fees (hereinafter “Liability”) and other costs, that may be assessed against Integrated Brands or its Customers or which Integrated Brands or its Customers may incur directly or indirectly in connection with or arising out ofof defects in the storage and delivery to Customers of the Products. (c) Integrated Brands shall give Dreyer's prompt notice of any claim or suit coming within the scope of the indemnity under Section 20(b). Upon the written request of an indemnitee, resulting from, based upon or incurred because the indemnitor will assume the defense of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action against such indemnitee and will upon the request of the indemnitee, allow the indemnitee to participate in the defense thereof, such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall promptly notify release the other party thereof. The pendency of such indemnitor from the indemnity as to the claim, demand, or action so settled. Termination of this Agreement shall not release Company affect the continuing obligations of its obligation to pay Lender sums due each of the parties as indemnitors hereunder. (d) THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

Warranty and Indemnification. Subject (a) Unless otherwise agreed to Article 28 by the parties, OSRAM SYLVANIA will manufacture Products to be delivered hereunder in accordance with applicable specifications published by OSRAM SYLVANIA in its Large Lamp catalogue at the time of purchase by SLI. This warranty shall apply only to defects appearing within one (1) year from the date of delivery to SLI. Damages resulting from external causes such as abuse, misuse, or acts of God are not covered by this Warranty. The conditions of any tests concerning Products which SLI claims fail to conform to this warranty shall be mutually agreed upon in writing and OSRAM SYLVANIA shall be notified of, and may be represented at, all tests that may be made. If any Product does not meet the above warranty, and if SLI notifies OSRAM SYLVANIA in writing within thirty (30) days after discovery of the WGA Minimum Basic Agreementdefect, Lender hereby represents and warrants OSRAM SYLVANIA shall thereupon correct such defect by either (at OSRAM SYLVANIA's sole option) replacing the defective Product, or part thereof, or refunding purchase price thereof. IN NO EVENT SHALL OSRAM SYLVANIA BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, OR CLAIMS OF CUSTOMERS OF SLI FOR SUCH DAMAGE. THIS WARRANTY REPRESENTS SLI'S EXCLUSIVE REMEDY UNDER THIS AGREEMENT. THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO PRODUCTS SOLD UNDER THIS AGREEMENT. (b) Where Products have limited life or may deteriorate through age or other factors such as follows: Lender is free to enter into this Agreement and no rights of any third parties are improper storage, or will be violated by Lender entering into where industry accepted visual imperfections exist as in glass or performing this Agreement. Lender and Writer fused quartz products, such limited life, or imperfection is not subject a defect or a failure to conform to specifications as contemplated herein. SLI acknowledges that on high volume production items such as Products, a small percentage of defects (including failure to conform to specification(s) or breakage is considered normal. SLI understands and acknowledges that allowances for such defects and breakage is factored into the prices for Products. Should any conflicting obligation or any disabilityparticular manufacturing lot of Products develop an unusual number of defects, and Lender nor Writer have not made and the parties shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All negotiate regarding an acceptable resolution of the Work (and the Propertyproblem, if any) but, in no event shall be wholly original with Writer and none OSRAM SYLVANIA make available to SLI anything less in terms of remedies that it makes generally available to its customers for the same has been type of Product. If SLI desires specific acceptable quality levels or a different remedy for exceeding such levels. SLI shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any so specify on the face of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply its Purchase Order. (c) SLI agrees to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold OSRAM SYLVANIA harmless Company (from and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from against any damage, loss, liability, cost, penalty, guild fee or awardexpense, or expense loss that OSRAM SYLVANIA may suffer, sustain or be subject to by reason of infringement of patent or trademark arising from compliance with SLI designs or specification, modifications or instructions. Except as otherwise provided in the preceding sentence. OSRAM SYLVANIA shall defend any suit or proceeding brought against SLI so far as based on a claim that any Product furnished under this Agreement constitutes an infringement of any kind patent of the United States, if notified promptly in writing and given authority, information and assistance (including attorneyat OSRAM SYLVANIA's fees (hereinafter “Liability”expense) arising out offor the defense of same, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunderand OSRAM SYLVANIA shall pay all damages and costs awarded therein against SLI. The party receiving notice foregoing states the entire liability of such claim, demand or action shall promptly notify OSRAM SYLVANIA for patent infringement by the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereundersaid Product.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby A. Consultant represents and warrants as followsto CCOG that: Lender is free (i) Consultant has the right to enter into this Agreement and no to perform its obligations hereunder; (ii) the Deliverables and the Work Product (other than the Third Party Materials) and all work prepared by Consultant hereunder will be the original work of Consultant and that the Consultant has all rights necessary to convey to CCOG the unencumbered ownership of the Work Product and Deliverables and to license the Third Party Materials as provided herein; (iii) the Deliverables and Work Product and all materials and methodologies used by Consultant in performing the Services will not (a) invade the right of privacy or publicity of any third person, (b) contain any libelous, obscene, indecent or otherwise unlawful material, or (c) infringe any patent, copyright, trademark, trade secret or other proprietary right in any jurisdiction or otherwise contravene any rights of any third parties are or person; (iv) all Services to be rendered by Consultant hereunder shall be performed in a diligent, efficient, workmanlike and professional manner by qualified personnel; (v) that, when delivered, the Deliverables, if applicable, will be violated by Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation free of bugs, viruses, defects, design flaws or any disabilitydisabling code or other devices that may cause the Deliverables or any portion thereof to become erased or inoperable or incapable of performing as intended or affect the operations of other systems; (vi) for a period of six (6) months following the launch thereof, the Deliverables will be (a) free from defects in material and Lender nor Writer have not made workmanship under normal use and shall not hereafter make any agreement with any third party, which could interfere (b) will function as intended in accordance with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation Specifications; and services hereunder. All of the Work (and the Propertyvii) Consultant will, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company performing its obligations hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited strictly comply with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender all applicable laws. B. Consultant shall indemnify and hold harmless Company (CCOG and its affiliated companies, successors, assigns, respective affiliates from and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liabilityagainst all claims, cost, penaltyliabilities, guild fee judgments, expenses or award, or expense of any kind damages owed to third parties (including attorney's fees amounts paid in settlement and reasonable attorneys’ fees) (hereinafter collectively, “LiabilityLosses”) arising out of, resulting from, based upon of or incurred because of a in connection with (i) Consultant’s breach by Lender and/or Writer (or alleged breach) of any agreementcovenants, representationwarranties or representations made herein, (ii) Third Party Materials, or warranty made by Writer hereunder. The party receiving notice (iii) any act or omission of such claimConsultant which results in (a) any bodily injury, demand sickness, disease or action shall promptly notify the other party thereof. The pendency death; (b) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of such claimuse resulting therefrom; or (c) any violation of any statute, demandordinance, or action shall not release Company of its obligation to pay Lender sums due hereunderregulation.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby (a) Liquid Audio represents and warrants as follows: Lender is free to enter into this Agreement that: (i) the LICENSED SOFTWARE and no URL does not infringe any copyright, trademark, patent enforceable or publicity rights under the laws of any country in which the LICENSED SOFTWARE and URL or its upgrades are distributed by Liquid Audio; and (ii) the LICENSED SOFTWARE and URL does not violate the trade secret rights of any a third parties are or will be violated by Lender entering into or performing party; and * Certain information in this AgreementExhibit has been omitted and filed separately with the Commission. Lender and Writer is not subject Confidential treatment has been requested with respect to any conflicting obligation or any disabilitythe omitted portions. (iii) Liquid Audio has the right to grant the rights it has granted under this AGREEMENT. Liquid Audio agrees to indemnify, hold harmless, and Lender nor Writer have not made defend COMPAQ from any and shall not hereafter make any agreement all damages, costs, and expenses, including reasonable attorney's fees, incurred in connection with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Propertya claim which, if anytrue, would constitute a breach of warranties set forth in Section 9 (a) (hereinafter claims under Section 9(a)(i) and Section 9(a)(ii) shall be wholly original with Writer collectively referred to as "Infringement Claims"); provided Liquid Audio is notified promptly in writing of an Infringement Claim and none of the same has been sole control over its defense or shall be copied from or based upon any other work unless assigned in this contract. The reproductionsettlement, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted and COMPAQ provides reasonable assistance in the Work defense of same at Liquid Audio's expense. To the extent that Liquid Audio receives notice of infringement from a third party and such notice of infringement relates to LICENSED SOFTWARE and/or URL, Liquid Audio agrees to promptly notify COMPAQ of such notice. In the event that Liquid Audio is sued by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation a third party in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company a notice of infringement, Liquid Audio agrees to provide COMPAQ with monthly updates (and updates in event of a significant development) of such litigation. (b) Following notices of an Infringement Claim, Liquid Audio may terminate this AGREEMENT or, at its affiliated companiesexpense, successorswithout obligation to do so, assignsprocure for COMPAQ the right to continue to market, use, and have others use, the directorsalleged infringing LICENSED SOFTWARE and/or URL or, officerswithout obligation to do so, employeesmay replace or modify the LICENSED SOFTWARE and/or URL to make it non-infringing ("Non-Infringing LICENSED SOFTWARE"). If Liquid Audio elects to replace or modify the LICENSED SOFTWARE and/or URL, agentssuch replacement shall meet substantially the specifications as provided or referenced in the applicable LICENSED SOFTWARE and/or URL description provided by Liquid Audio and shall be subject to the acceptance provisions of this AGREEMENT. (c) Provided that Liquid Audio has not terminated this AGREEMENT to the extent that COMPAQ is able to procure a license, on reasonable terms and representatives of the foregoingconditions, which would permit COMPAQ to continue to offer LICENSED SOFTWARE, if such LICENSED SOFTWARE is found to be infringing, Liquid Audio agrees to reimburse COMPAQ for any associated costs that may be incurred in securing such a license. All remedies set forth in this Section 9(c) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company be subject to or limited by in any way the limitation of its obligation to pay Lender sums due hereunderliability.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby A. Consultant represents and warrants as followsto CLIENT that: Lender is free (i) Consultant has the right to enter into this Agreement and no to perform its obligations hereunder; (ii) the Deliverables and the Work Product (other than the Third Party Materials) and all work prepared by Consultant hereunder will be the original work of Consultant and that the Consultant has all rights necessary to convey to CLIENT the unencumbered ownership of the Work Product and Deliverables and to license the Third Party Materials as provided herein; (iii) the Deliverables and Work Product and all materials and methodologies used by Consultant in performing the Services will not (a) invade the right of privacy or publicity of any third person, (b) contain any libelous, obscene, indecent or otherwise unlawful material, or (c) infringe any patent, copyright, trademark, trade secret or other proprietary right in any jurisdiction or otherwise contravene any rights of any third parties are or person; (iv) all Services to be rendered by Consultant hereunder shall be performed in a diligent, efficient, workmanlike and professional manner by qualified personnel; (v) that, when delivered, the Deliverables, if applicable, will be violated by Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation free of bugs, viruses, defects, design flaws or any disabilitydisabling code or other devices that may cause the Deliverables or any portion thereof to become erased or inoperable or incapable of performing as intended or affect the operations of other systems; (vi) for a period of six (6) months following the launch thereof, the Deliverables will be (a) free from defects in material and Lender nor Writer have not made workmanship under normal use and shall not hereafter make any agreement with any third party, which could interfere (b) will function as intended in accordance with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation Specifications; and services hereunder. All of the Work (and the Propertyvii) Consultant will, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company performing its obligations hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited strictly comply with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender all applicable laws. B. Consultant shall indemnify and hold harmless Company (CLIENT and its affiliated companies, successors, assigns, respective affiliates from and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liabilityagainst all claims, cost, penaltyliabilities, guild fee judgments, expenses or award, or expense of any kind damages owed to third parties (including attorney's fees amounts paid in settlement and reasonable attorneys’ fees) (hereinafter collectively, “LiabilityLosses”) arising out of, resulting from, based upon of or incurred because of a in connection with (i) Consultant’s breach by Lender and/or Writer (or alleged breach) of any agreementcovenants, representationwarranties or representations made herein, (ii) Third Party Materials, or warranty made by Writer hereunder. The party receiving notice (iii) any act or omission of such claimConsultant which results in (a) any bodily injury, demand sickness, disease or action shall promptly notify the other party thereof. The pendency death; (b) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of such claimuse resulting therefrom; or (c) any violation of any statute, demandordinance, or action shall not release Company of its obligation to pay Lender sums due hereunderregulation.

Warranty and Indemnification. Subject to Article 28 of You hereby warrant and represent that: (a) You are the WGA Minimum Basic Agreement, Lender hereby represents publisher and warrants as follows: Lender is free you have the authority to enter into this Agreement and no approve the grant of rights granted by this Agreement and those rights do not infringe the copyright (neither economic nor moral rights) or other proprietary rights of any third parties other person or organization; (b) Where you are no longer entitled to licence the Rights in any of your works, you will advise JAMCOPY in writing of the details of the transfer/ assignment/ reversion to any other person or will be violated organization or of becoming aware that you are no longer entitled to authorize the licensing of those Rights; and (c) Where you have notified JAMCOPY of payment splits for the works covered by Lender entering into or performing this Agreement, the information supplied is correct; (d) All the information you have provided is true and you acknowledge that JAMCOPY is relying on representations, written and oral, made by you in its licensing activities; (e) You undertake to notify JAMCOPY of any changes relevant to this Agreement, including where you have notified JAMCOPY of any payment splits, you will inform JAMCOPY of any changes to those payment splits; (f) JAMCOPY may enforce the Rights that are administered and licensed on your behalf. Lender and Writer is not subject You will provide JAMCOPY with all necessary or reasonable assistance; (g) You agree to indemnify JAMCOPY in full against any conflicting obligation liability from any proven claims made against JAMCOPY resulting in any loss by JAMCOPY caused, in whole or in part, by any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any third party, breach or misrepresentation by you as to the extent to which could interfere you own or control the Rights in the works covered by this Agreement or your failure to advise JAMCOPY that you are no longer entitled to deal with the rights granted to Company hereunder or Rights; (h) The warranties and indemnities given in this section extend for the full performance of Lender’s or Writer's obligation and services hereunder. All benefit of the Work Licensees; (and the Property, if anyi) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or Failure to enforce any of the provisions of this Agreement or any rights herein granted with respect thereto shall not defame any person in no way be considered to be a waiver of such provisions or entity nor violate any copyright or right of privacy or publicityrights, or in any other right way affect the validity of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereunder.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby (a) ATI represents and warrants as follows: Lender is that board Products shall be free from defects in material and workmanship under normal use and service for a period of two (2) years from when first sold. to enter into this Agreement an end user. ATI represents and warrants that component (ASIC) Products shall be free from defects in material and workmanship under normal use and service for a period of one (1) year from when first sold to an end user. An end user shall be deemed to have bought the Product no rights of any third parties are or will be violated by Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All later than ninety (90) days after shipment of the Work (and Product to the PropertyPurchaser. Notwithstanding the forgoing, if anythe Product sold by ATI to Purchaser is a component (ASIC) Product, ATI shall only be wholly original with Writer and none liable under the foregoing warranty if a defect can be proven in respect of such Product. ATI's entire obligation under this warranty is limited, at its sole option, to the repair or replacement of the same has been or shall Product within the foregoing warranty period. Such Product must be copied from or based upon any other work unless assigned returned to ATI in this contractaccordance with ATI's standard RMA procedure. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The This warranty in this subparagraph shall not apply to any material as furnished Product which has been repaired or altered, except by ATI, or to Writer any Product which has been subject to misuse or accident. (b) ATI shall defend, indemnify and hold Purchaser harmless against any and all assertions, claims, suits, actions or proceedings (collectively, "Claims") brought against Purchaser based on a Claim that any Product or the manufacture, use, sale or distribution of any Product purchased by Company Purchaser hereunder constitutes an infringement of any patent, copyright, trademark, trade secret or other intellectual property right of any third party in the US, Canada, European Union or Japan. ATI shall pay all damages and costs incurred by or awarded against Purchaser related to or resulting from such Claims. If Purchaser is enjoined, or it appears likely to ATI that Purchaser may be enjoined, from using, selling or distributing any Product purchased by Purchaser hereunder, ATI shall, at its own expense and option, either (unless i) procure the right for Purchaser and Purchaser's customers to use, sell and distribute such furnished material was written Product; (ii) replace the infringing Products with non-infringing products that have substantially the same quality and performance; or created by Writer (iii) modify any infringing Product so it becomes non-infringing, but having substantially the same quality and performance; or originally furnished to Company by Writer(iv) if none of the actions described in (i), (ii) or material inserted (iii) is commercially feasible, as determined by ATI in its discretion, terminate this Agreement immediately and authorize Purchaser to return the Work infringing Product in its inventory and credit to Purchaser the full purchase price paid by CompanyPurchaser. The foregoing states ATI's total liability and obligation for such Claims. ATI shall have sole control and authority with respect to the defense, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (settlement or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know compromise of any pending or threatened claim or litigation Claim covered by this section. Purchaser shall provide prompt written notice of such a Claim and reasonable assistance and cooperation in connection with ATI's defense, settlement or compromise thereof. Notwithstanding the Property or the rights herein granted. Lender foregoing, ATI shall indemnify and hold harmless Company (and its affiliated companies, successors, assignshave no liability for any Claim which Purchaser has not promptly notified ATI of in writing, and the directors, officers, employees, agents, and representatives for: (A) Any infringement based upon use of Products in combination with any materials not furnished directly by ATI; (B) Damages attributable to continued sales after Purchaser first receives notice of the foregoingalleged infringement; (C) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, Any infringement based upon a modification or incurred because change to the Products not first authorized by ATI in writing; (D) Use of its Products in a breach by Lender and/or Writer manner for which they were not designed or not according to their Specifications; (E) Use of any agreement, representation, or warranty an earlier version of the Products when a later version has been made by Writer hereunder. The party receiving notice available to Purchaser and use of such claim, demand later version would have avoided the infringement; and (F) Any infringement arising from ATI's compliance with any unique specifications or action shall promptly notify the other party thereof. The pendency of such claim, demand, design requirements provided or action shall not release Company of its obligation requested by Purchaser: (G) Any infringement relating to pay Lender sums due hereunderany MPEG or MPEG 2 technology.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby Parkdale represents and warrants as follows: Lender is free (1) the Yarn delivered hereunder shall conform in all material respects to enter into this Agreement the Specifications and no rights of any third parties are or will be violated by Lender entering into or performing this Agreement. Lender applicable laws, rules and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer have not made regulations and shall not hereafter make any agreement with any third partybe manufactured, which could interfere produced and shipped in accordance with the rights granted to Company hereunder or Specifications and applicable laws, rules and regulations; (2) the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) Yarn shall be wholly original with Writer free from defects in materials and none workmanship and that, at the time of delivery, Parkdale shall have good title and right to transfer and sell the same has been or and that the same shall be copied delivered free of encumbrances; and (3) the Yarn shall be free from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any the claim of the rights herein granted shall not defame any person or entity nor violate any arising from patent, trade secret, trademark, copyright or other proprietary or intellectual property right infringement except to the extent that any such claim arises as a result of privacy the Specifications or publicityother instructions provided to Parkdale by Delta. If Parkdale fails to deliver any Yarn hereunder free of encumbrances, Delta may reject such Yarn pursuant to SECTION 6 or Delta may, upon written notice to Parkdale, require that Parkdale, at its expense, defend the title thereto and promptly cause any security interest, claim, demand, lien, or other encumbrance to be removed. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 5, PARKDALE MAKES NO OTHER WARRANTIES OF QUALITY, AND PARKDALE HEREBY DISCLAIMS ALL OTHER WARRANTIES OF QUALITY, WHETHER EXPRESS OR IMPLIED, WHETHER CREATED BY CONTRACT OR BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. Parkdale shall defend, indemnify and hold harmless Delta from and against any other right and all damages, claims, losses, expenses, costs, obligations, and liabilities, including without limiting the generality of the foregoing, liabilities for reasonable and documented attorney's fees (“Claims”), suffered by Delta directly by reason of or arising out of any person breach of any representation or entity. The warranty in made by Parkdale under this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or WriterAgreement, except to the extent that any Claim arises as specifieda result of Delta's negligence, if at allbad faith or willful misconduct. Delta shall defend, in this Agreement. No part of indemnify and hold harmless Parkdale from and against any Claims brought against or incurred by Parkdale caused by the property has been registered for copyright, published, Specifications or otherwise exploited or agreed other explicit written instructions provided by Delta to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation Parkdale in connection with the Property supply of Yarn under this Agreement, except to the extent that any Claim arises as a result of Parkdale's negligence, bad faith or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Lender sums due hereunderwillful misconduct.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Lender hereby 6.1 ABD represents and warrants that the ABD Materials to be supplied by ABD to HYBRIDON hereunder: (a) will conform in all material respects to the relevant ABD Specifications; and (b) will have been manufactured in accordance with the current ISO 9001 requirements and all applicable laws, rules, directives and regulations. Except as follows: Lender is free otherwise stated herein, ABD's only liability for breach of this warranty shall be to enter into this Agreement replace any impaired ABD Materials with conforming ABD Materials in accordance with Article 4 above. * Confidential Materials omitted and no rights filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. 8 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. 6.2 ABD hereby agrees to indemnify and hold HYBRIDON harmless from and against all claims, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) incurred or sustained by HYBRIDON in connection with: (a) infringement claims or misappropriation of trade secret claims of third parties made against HYBRIDON in connection with such ABD Materials, but not for patent infringement by oligonucleotides manufactured from such ABD Materials, provided that HYBRIDON shall promptly notify ABD of any such claims and ABD shall have the right, at its own expense, to hire counsel of its choice and exercise sole control over the litigation; and (b) a breach of any of ABD's representations, warranties or covenants contained herein. 6.3 If HYBRIDON ************************************************************* ****** prior to the Effective Date of this Agreement, then ********** ****************************** with respect to any and all ************** *************** prior to the effective date of this agreement. 6.4 EXCEPT AS STATED ABOVE, ABD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO SUCH ABD MATERIALS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6.5 HYBRIDON hereby agrees to indemnify and hold ABD harmless from and against all claims, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) incurred or sustained by ABD in connection with: (a) infringement claims or misappropriation of trade secret claims of third parties are made against ABD in connection with ***************** ****************************************************************** ********************************************* provided that ABD shall promptly notify HYBRIDON of any such claims and HYBRIDON shall have the right, at its own expense, to hire counsel of its choice and exercise sole control over the litigation; (b) claims of inducement to infringe or will be violated by Lender entering into or performing this Agreementcontributory infringement of any and all of U.S. Patents Nos. Lender ************************************ and Writer is not subject to any conflicting obligation or any disabilityand all patents issuing from parent cases, reissues, reexaminations, renewals, extensions, divisions and continuation patents, and Lender nor Writer have not made * Confidential Materials omitted and shall not hereafter make any agreement with any third party, which could interfere filed separately with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation Securities and services hereunderExchange Commission. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contractAsterisks denote such omissions. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No continuations-in-part of the property has been registered for copyrightforegoing and any foreign counterparts and any other form of patent coverage directed to the inventions described in such patents or patent applications or covered by any such patents or patent applications, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action provided that ABD shall promptly notify HYBRIDON of any such claims and HYBRIDON shall have the other party thereof. The pendency of such claimright, demandat its own expense, or action shall not release Company to hire counsel of its obligation to pay Lender sums due hereunderchoice and exercise sole control over the litigation; and (c) a breach of any of HYBRIDON's representations, warranties or convents contained herein. 6.6 EXCEPT AS STATED ABOVE, HYBRIDON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO SUCH OLIGONUCLEOTIDES, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.