Common use of By Licensor Clause in Contracts

By Licensor. Licensor shall defend, indemnify and hold harmless the Licensee and the Representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase Agreement.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall defendnot knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, indemnify and hold harmless the Licensee Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Representatives of Licensee from Licensed Patent Rights have been filed and against any maintained properly and correctly and all Losses asserted againstapplicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, incurreddevelopment, sustained or suffered by Licensee and/or and reduction to practice of the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party Licensed IP existing as of the License Effective Date (has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect Person who has or has had any rights in or to any Infringement Claim arising twenty four (24) months after Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the License Effective Date Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the extent arising from (i) a Licensee Improvement or any modifications Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the Platform or any Licensor Intellectual Property made manufacture of Licensed Products by or on behalf of Licensee Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or at Licensee’s request; (ii) Licensee’s breach of this Agreementshould be aware, but only are not presently subject to the extent the third party any infringement that is at issue in such Infringement Claim or Losses would and have not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or been subject to any Licensor Intellectual Property in a manner not reasonably contemplated infringement by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase AgreementThird Party.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall defendnot knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, indemnify and hold harmless the Licensee Licensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Representatives of Licensee from Licensed Patent Rights have been filed and against any maintained properly and correctly and all Losses asserted againstapplicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, incurreddevelopment, sustained or suffered by Licensee and/or and reduction to practice of the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party Licensed IP existing as of the License Effective Date (has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect Person who has or has had any rights in or to any Infringement Claim arising twenty four (24) months after Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the License Effective Date Licensed IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the extent arising from (i) a Licensee Improvement or any modifications Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the Platform or any Licensor Intellectual Property made manufacture of Licensed Products by or on behalf of Licensee Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or at Licensee’s request; (ii) Licensee’s breach of this Agreementshould be aware, but only are not presently subject to the extent the third party any infringement that is at issue in such Infringement Claim or Losses would and have not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or been subject to any Licensor Intellectual Property in a manner not reasonably contemplated infringement by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase AgreementThird Party.

By Licensor. Licensor shall defendrepresents, indemnify warrants and hold harmless covenants to Licensee that (a) it has the Licensee right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the Representatives legal, valid and binding obligation of Licensee Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and against any interest in and all Losses asserted againstto the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), incurred(c) there are no outstanding agreements, sustained assignments or suffered by Licensee and/or encumbrances inconsistent with the Representatives provisions of Licensee as a result of, arising out of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property consent of any third party existing party, (d) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the License Effective Date Date, (each a “Infringement Claim”); providede) to Licensor’s best knowledge, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use Patents are valid and enforceable as of the Platform Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any Licensor Intellectual Property in a manner not reasonably contemplated by Licensorpatent, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software trade secret or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the property right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party, and (g) Licensor has not threatened or initiated any claim, suit or proceeding against any third party and Licensor may not exercise alleging that such third party has infringed or misappropriated any indemnity or similar monetary remedy rights under the Purchase AgreementPatents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights.

By Licensor. The Licensor shall defendhereby represents, indemnify warrants and hold harmless covenants to the Licensee that: (a) except as may otherwise be expressly notified to the Licensee in writing, the Licensor has and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to the Licensee and the Representatives Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of Licensee from and against any and all Losses asserted against, incurred, sustained intellectual property or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property other rights of any third party existing as in the making of the License Effective Date patent applications; (each a “Infringement Claim”); providedd) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, however that the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to which the extent arising from (i) a Licensee Improvement Licensor is beneficially entitled on *** Confidential material redacted and separately filed with the Commission. or any modifications relating to the Platform Field and possessed, invented, developed or any Licensor Intellectual Property made acquired by or on behalf for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee or at Licensee’s request; (ii) Licensee’s breach in writing prior to the date of this Agreement, but only has not granted to any Third Party any license or other interest in the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breachLicensed Technology; (iiib) Licensee’s or its Affiliates’ or sublicensees’ use is not aware of the Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by LicensorThird Party patent, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software patent application or other intellectual propertyproperty rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim Patents or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Propertywhich constitutes Information and Know-How, or (yii) replace by making, using or modify the impacted portions selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase AgreementLicensed Technology.

By Licensor. Licensor shall defendhereby represents warrants and covenants to Licensee that, indemnify and hold harmless the Licensee and the Representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date Date: (each a) Licensor is a “Infringement Claim”); providedcorporation duly organized and validly existing under the laws of the State of Nevada. (b) Licensor has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized, however that executed and delivered by Licensor shall have no and is a legal, valid and binding obligation of Licensor, enforceable against it in accordance with its terms. (c) Licensor is the owner of all right, title and interest in the Licensed Patents, Licensed Technology and Trademarks and has the right to grant the licenses granted to Licensee under as set forth in this section with respect to Agreement. (d) There are no outstanding licenses, options or agreements of any Infringement Claim arising twenty four (24) months after the License Effective Date or kind relating to the extent arising from (i) a Licensee Improvement Licensed Patents, Licensed Technology or any modifications Trademarks other than pursuant to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; . (iiie) Licensee’s or its Affiliates’ or sublicensees’ use None of the Platform Licensed Patents, License Technology or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that Trademarks is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim judicial, administrative or injunctionother proceedings in any jurisdiction concerning or potentially affecting its validity, Licensor may enforceability, or Licensor's rights of ownership thereof or right to grant licenses thereunder. (at its option)f) To the best knowledge of Licensor, do one the practice of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions Licensed Patents or use of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform Licensed Technology or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that Trademarks by Licensee as contemplated herein will not infringe the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property IPR of any third party party. (g) The execution, delivery and performance of this Agreement by Licensor do not and will not violate or constitute a default under any other agreement or any order, judgment, decree or like restriction, statute or regulation by which it or any of its assets and properties may be bound. (h) The execution, delivery and performance of this Agreement by Licensor do not exercise and will not require any indemnity consent, approval or similar monetary remedy under the Purchase Agreementauthorization of any third party.

By Licensor. Licensor shall defendrepresents and warrants that: (i) it has the full right, indemnify power, and hold harmless authority to enter into and fully perform its obligations under this Agreement and grant the rights granted by Licensor hereunder; (ii) it has not and will not undertake any act or omission, and has not and will not enter into any agreement, which would violate or conflict with any of the rights granted to Licensee or Licensee’s exercise thereof, or prohibit or otherwise interfere with the performance of Licensor’s obligations, under this Agreement; (iii) it owns and/or controls all rights, licenses, consents and permissions in and to the Representatives of Licensee from Licensed Content, including the Licensed Programs, Licensor Promotional Materials, Licensor Marks, metadata, and against any and all Losses asserted against, incurred, sustained other materials provided or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property otherwise made available by or on behalf of Licensor to Licensee or at Licensee’s request; hereunder (iicollectively, the “Delivery Materials”) Licensee’s breach of this Agreement, but only to the extent necessary to grant the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use rights, licenses and privileges granted to Licensee herein, and the Delivery Materials and the exercise of the Platform rights granted to Licensee hereunder do not and will not violate or infringe upon the intellectual property, proprietary or moral rights of any Licensor Intellectual Property in a manner not reasonably contemplated by Licensorperson, but only firm or entity, or otherwise give rise to the extent the third party infringement that is at issue in such Infringement Claim any adverse claim with respect to any common law or Losses would not have occurred other right of any person, firm or have existed but for such non-contemplated use; entity; (iv) Licensee’s or its Affiliates’ or sublicensees’ use Licensor has obtained and will continue to obtain and maintain throughout the Term all rights, licenses, releases, and clearances with respect to the Delivery Materials required for the exercise of the Platform rights granted to Licensee hereunder, and except as set forth herein, (A) there are not and will not be payments of any kind required to be made by Licensee as a result of any exercise of the rights granted to Licensee herein, and (B) Licensor shall be responsible for all material obligations and has paid or will pay all license fees, guild residuals, laboratory charges, wages, reuse fees, and other payments to any Licensor Intellectual Property Licensee third parties necessary in connection with an Expanded Businessthe Licensed Content or Licensee’s exploitation of any of the rights granted to Licensee herein, but only excluding any music performance fees for which Licensee is responsible pursuant to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; Section 8(a)(v) below; (v) the combination performing rights of all musical compositions contained in the Platform Delivery Materials are (A) controlled by ASCAP, BMI, SESAC or GMR and available for license by Licensee from the publisher(s) controlling such rights, (B) owned by or licensed to Licensor Intellectual Property so no additional licenses or payments are payable with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only respect to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Propertyexploitation hereunder, or (yC) replace or modify in the impacted portions public domain worldwide; subject to the foregoing, Licensee will be responsible for any music performance fees arising out of its exploitation of the Platform musical compositions in the Licensed Content hereunder; and (vi) the Delivery Materials will not (A) contain any cookies or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functionsother tracking technologies or otherwise provide for any method of data collection from Licensee, featuresthe Service or users thereof, or performance (B) include or introduce into Licensee’s systems any virus, worm, “back door,” “Trojan Horse,” drop dead device, time bomb, spyware, adware or other malicious, harmful, destructive or disruptive code, component or device, including any code, component or device that may cause a security incident or damages to systems, or is capable of facilitating any of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase Agreementforegoing.

By Licensor. Licensor shall indemnify, defend, indemnify and hold harmless the Licensee and the Representatives its Affiliates, and each of Licensee’s and its Affiliates’ respective officers, directors, employees, and agents (each, a “Licensee Indemnified Party”) against all losses, damages, liabilities and costs (including reasonable attorneys’ fees) (“Losses”) resulting from and against any and all Losses asserted againstthird-party claim, incurredsuit, sustained action, or suffered by Licensee and/or the Representatives of Licensee as a result of, other proceeding (“Third-Party Claim”) arising out of Licensor’s breach of any representation, warranty, covenant, or relating to a claim obligation under this Agreement or alleging that the Platform or any Licensor use of the Licensed Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as party’s (i) U.S. intellectual property rights, or (ii) intellectual property rights in jurisdictions outside of the License Effective Date (each a “Infringement Claim”); United States if, and only if Licensor has specifically agreed to provide such indemnification in an amendment to this Agreement, provided, however however, that Licensor shall will have no obligation to Licensee under this section with respect to for any Infringement Third-Party Claim arising twenty four (24) months after the License Effective Date or to the extent arising that arises from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Licensed Intellectual Property made by any Licensee Indemnified Party or sublicensee thereof; (ii) specifications provided by or on behalf of any Licensee Indemnified Party or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breachsublicensee thereof; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Licensed Intellectual Property by any Licensee Indemnified Party or sublicensee thereof other than as specified in a manner not reasonably contemplated by Licensor, but only or permitted pursuant to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated usethis Agreement; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Licensed Intellectual Property by any Licensee Indemnified Party or sublicensee thereof in connection combination with an Expanded Businessother content and marks, but only to the extent the infringement that is at issue in arises out of such Infringement Claim combination, or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination continued use of the Platform and Licensor Licensed Intellectual Property with by any Licensee Indemnified Party or third party software or other intellectual property, in each case, not provided by Licensor, but only sublicensee thereof following notice from Licensor to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one cease use of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Licensed Intellectual Property. This Section 4.1 is Licensor’s sole liability, and exclusive remedy Licensee’s sole remedy, for any a claim that the Platform or any Licensor Licensed Intellectual Property infringes or misappropriates the Intellectual Property intellectual property rights of any a third party and Licensor may not exercise any indemnity or similar monetary remedy under is the Purchase Agreementindemnification obligation set forth in this section.

By Licensor. Licensor shall defendrepresents, indemnify warrants and hold harmless covenants to Licensee that (a) it has the Licensee right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the Representatives legal, valid and binding obligation of Licensee Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and against any interest in and all Losses asserted againstto the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), incurred(d) there are no outstanding agreements, sustained assignments or suffered by Licensee and/or encumbrances inconsistent with the Representatives provisions of Licensee as a result of, arising out of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property consent of any third party existing party, (e) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the License Effective Date Date, (each a “Infringement Claim”); providedf) to Licensor's best knowledge, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use Patents are valid and enforceable as of the Platform Effective Date, (g) to Licensor's best knowledge, neither the Patents nor the Know-How infringe or misappropriate any Licensor Intellectual Property in a manner not reasonably contemplated by Licensorpatent, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software trade secret or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the property right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and (h) Licensor may has not exercise threatened or initiated any indemnity claim, suit or similar monetary remedy proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Purchase AgreementPatents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights.

By Licensor. (a) Licensor shall defendwarrants that (i) other than the patents listed on Exhibit A, indemnify and hold harmless neither the Licensee and Product as currently proposed to be manufactured by Licensor nor the Representatives of Licensee from and against process for manufacturing the Product starting with fractionated plasma infringe any and all Losses asserted against, incurred, sustained or suffered patent owned by Licensee and/or Licensor in the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section Territory except for patents with respect to any Infringement Claim arising twenty four the process of manufacturing Feiba (24which is expressly not licensed hereunder) months after and thrombin (which is expressly not licensed hereunder, but is covered in the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s requestSupply Agreement); (ii) Licensee’s breach it is the owner of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breachPatent Rights and Technical Information; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of it has the Platform or any Licensor Intellectual Property right to license said Patent Rights and Technical Information in a the Territory in the manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue set forth in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated usethis Agreement; (iv) Licensee’s it has not received and does not reasonably expect to receive any notice of litigation from any third party that the Product, as currently proposed to be made by Licensor, incorporates know-how or its Affiliates’ trade secrets wrongfully obtained directly or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Businessindirectly from said third party; and (v) the combination of the Platform and Licensor Intellectual Property with it has not received any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of notice from any third party that the Patent Rights in the Territory incorporate know-how or trade secrets wrongfully obtained directly or indirectly from said third party. (b) Licensor warrants that it does not have actual knowledge of any patents of third parties which would be infringed in the Territory by the manufacture, use or sale of the Product, as currently proposed to be made by Licensor. (c) Licensor warrants that it has not assigned or conveyed any interest in the Patent Rights or Technical Information which is inconsistent with the rights granted hereunder. (d) Licensor has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement. (e) The execution, delivery and performance by Licensor of this Agreement do not contravene or constitute a default under any provision of applicable law or any agreement, judgment, injunction, order, decree or other instrument binding upon Licensor. (f) This Agreement constitutes a valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms except as such enforceability may not exercise any indemnity be (i) limited by bankruptcy, insolvency, reorganization, moratorium or similar monetary remedy under the Purchase Agreementlaws of affecting creditors' rights generally and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in a preceding in equity or at law).

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed Intellectual Property and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed Intellectual Property is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall defendnot knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed Intellectual Property to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, indemnify and hold harmless the Licensee Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Representatives of Licensee from Licensed Patent Rights have been filed and against any maintained properly and correctly and all Losses asserted againstapplicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, incurreddevelopment, sustained or suffered by Licensee and/or and reduction to practice of the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Licensed Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed Intellectual Property do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect Person who has or has had any rights in or to any Infringement Claim arising twenty four (24) months after Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Licensed Intellectual Property made represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed Intellectual Property is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to and 4.2.9 the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Licensed Intellectual Property, as far as Licensor is aware or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functionsshould be aware, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole are not presently subject to any infringement and exclusive remedy for have not been subject to any claim that the Platform or infringement by any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase AgreementThird Party.

By Licensor. Licensor shall ball defend, indemnify and hold harmless the Licensee and the Representatives representatives of Licensee from and against any and _all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Crowdfunding Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates rrusappropnates the Intellectual Property of any third party existing as of the License Effective Date (each a an “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four one (24I) months year after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Crowdfunding Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Crowdfunding Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Crowdfunding Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Crowdfunding Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Crowdfunding Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Crowdfunding Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase Agreement.