Common use of Claims and infringements Clause in Contracts

Claims and infringements. 13.1 Tasgen shall immediately notify Genexine of any claim, or any fact which may lead to a claim, of any nature by a third party that the use of the Licensed Intellectual Properties by Tasgen is or may be an infringement of a patent or other proprietary right of such third party, but shall take no action relating to such claim or infringement without Genexine’s written consent. Genexine shall advise Tasgen whether it wishes to conduct a defense of any such claim. Should Genexine elect to conduct such a defense, it shall do so at its own expense, and Genexine shall have sole control of such defense either in its own name or in the name of Tasgen, as the case may be, and Tasgen shall give all reasonable assistance to Genexine to enable it to do so. 13.2 Genexine shall indemnify Tasgen and bear related costs for any claims, losses, damages, proceedings sustained by Tasgen in relation to any claims that may be made against Tasgen pursuant to Article 13.1, unless such claims, losses, damages, proceedings result from the default by Tasgen of its obligations under this Agreement or the use of Licensed Intellectual Properties by Tasgen otherwise than in accordance with this Agreement. Notwithstanding the above, the total and aggregate liability of Genexine shall not exceed an amount equal to the sum of (i) the upfront payment received by Genexine pursuant to Articles 3.1 and 3.2, (ii) any milestone payments of any corresponding product actually received by Genexine pursuant to Article 3.3 and 3.4, and (iii) any other payments received by Genexine pursuant to this Agreement. 13.3 Tasgen shall immediately notify Genexine of any information it obtains that any third party is or may be infringing the rights of Genexine relating to the Licensed Intellectual Properties, but shall take no action relating to such infringement without Genexine’s written consent. Genexine shall advise Tasgen whether it wishes to take action with respect to such infringement. Should Genexine elect to take action with respect to such infringement, it shall do so at its own expense, and Genexine shall have sole control of such action and Tasgen shall give Genexine all reasonable assistance to enable it to do so. All compensation which may be recovered shall be made to Genexine. 13.4 In the event that Genexine elects not to take action under Article 13.3, Tasgen may, with the written consent of Genexine, take action in relation to the relevant infringement at its own cost and expense, and Genexine shall give all reasonable assistance in connection therewith. All compensation which may be recovered shall be made to Tasgen. Notwithstanding the foregoing, Tasgen shall not enter into any compromise, settlement or agreement with any person or entities relating to the Licensed Intellectual Properties otherwise than with the written consent of Genexine. 13.5 Except as provided in this Agreement, Genexine shall have no responsibility for any claim with respect to licensed activities performed and the Licensed Products or Assigned Products manufactured or distributed by Tasgen hereunder or arising from the use by Tasgen of the Intellectual Properties furnished by Genexine hereunder. Tasgen shall hold harmless and indemnify Genexine against any claim, loss or damage arising from claims by any third party with respect to any licensed activities performed and the Licensed Products or Assigned Products manufactured or distributed by Tasgen hereunder unless such claim, loss or damage arises from or is attributable to the any of the representations, warranties or covenants of Genexine herein. In addition, in the event of technical problems of a Licensed Product or Assigned Products as a consequence of any breach of warranty by Tasgen (including as a result of any failure by Tasgen to correctly apply any Intellectual Properties utilized by Tasgen for such Licensed Product or Assigned Products), Genexine may require Tasgen to implement any necessary preventive and corrective measures and Tasgen shall comply with Genexine’s advice as soon as reasonably practicable at Tasgen’s own expense. 13.6 Notwithstanding anything to the contrary in this Article 13 or elsewhere in this Agreement, neither Party shall have any liability, whether arising in contract, tort (including negligence), strict liability, breach of warranty or any other theory of law, for any special, incidental, indirect or consequential loss or damage of any nature suffered by the other Party.

Claims and infringements. 13.1 Tasgen 10.1 The Licensee shall immediately notify Genexine the Licensor of any claim, or any fact which may lead to a claim, of any nature by a third party that the sub-licensing of the Line Trap Technology and Know-how by the Licensee the use of the Licensed Intellectual Properties Line Trap Technology and Know-how by Tasgen the Joint Venture Company is or may be an infringement of a patent or other proprietary right of such third party, but otherwise shall take no action relating to such claim or infringement without Genexinethe Licensor’s written consent. Genexine The Licensor shall advise Tasgen the Licensee whether it wishes to conduct a defense defence of any such claim. Should Genexine the Licensor elect to conduct such a defensedefence, it shall do so at its own expense, and Genexine the Licensor shall have sole control of such defense either in its own name or in defence and the name of Tasgen, as the case may be, and Tasgen Licensee shall give all reasonable assistance to Genexine the Licensor to enable it to do so. 13.2 Genexine 10.2 The Licensor shall indemnify Tasgen the Licensee and bear related costs for any claims, losses, damages, proceedings sustained by Tasgen the Licensee in relation to any claims that may be made against Tasgen the Licensee pursuant to Article 13.1Clause 10.1, unless such claims, losses, damages, proceedings result from the default by Tasgen the Licensee of its their obligations under this Agreement or the use of Licensed Intellectual Properties Line Trap Technology and Know-how by Tasgen the Licensee otherwise than in accordance with this Agreement. Notwithstanding the above, the total and aggregate liability of Genexine shall not exceed an amount equal to the sum of (i) the upfront payment received by Genexine pursuant to Articles 3.1 and 3.2, (ii) any milestone payments of any corresponding product actually received by Genexine pursuant to Article 3.3 and 3.4, and (iii) any other payments received by Genexine pursuant to this Agreement. 13.3 Tasgen shall immediately notify Genexine of any information it obtains that 10.3 If any third party is or may be infringing takes any action in connection with the rights sub-licensing of Genexine relating the Line Trap Technology and Know-how by the Licensee and thereby hinders the Licensee from sub-licensing the Line Trap Technology and Know-how to the Joint Venture Company for the manufacture, packaging or sale of the Licensed Intellectual PropertiesProducts, but shall take no action relating to such infringement without Genexine’s written consent. Genexine shall advise Tasgen whether it wishes to take action with respect to such infringement. Should Genexine elect to take action with respect to such infringement, it shall do so at its own expense, and Genexine shall have sole control of such action and Tasgen shall give Genexine all reasonable assistance to enable it to do so. All compensation which may be recovered the Licensor shall be made responsible for taking action, including defending any legal claim or reconciling with a third party to Genexineremove such hindrance. 13.4 10.4 In the event that Genexine the Licensor elects not to take action under Article 13.3Clause 10.3, Tasgen the Licensee may, with the written consent of Genexinethe Licensor, take action in relation to the relevant infringement at its own cost and expenseinfringement, and Genexine the Licensor shall reimburse the Licensee for any costs and expenses incurred for taking such action and give all reasonable assistance in connection therewith. All compensation which may be recovered shall be made to Tasgen. . 10.5 Notwithstanding the foregoing, Tasgen the Licensee shall not enter into any compromise, settlement or agreement with any person or entities relating to the Licensed Intellectual Properties Line Trap Technology and Know-how otherwise than with the written consent of Genexinethe Licensor. 13.5 Except as provided in this Agreement, Genexine shall have no responsibility for any claim with respect to licensed activities performed and the Licensed Products or Assigned Products manufactured or distributed by Tasgen hereunder or arising from the use by Tasgen of the Intellectual Properties furnished by Genexine hereunder. Tasgen shall hold harmless and indemnify Genexine against any claim, loss or damage arising from claims by any third party with respect to any licensed activities performed and the Licensed Products or Assigned Products manufactured or distributed by Tasgen hereunder unless such claim, loss or damage arises from or is attributable to the any of the representations, warranties or covenants of Genexine herein. In addition, in the event of technical problems of a Licensed Product or Assigned Products as a consequence of any breach of warranty by Tasgen (including as a result of any failure by Tasgen to correctly apply any Intellectual Properties utilized by Tasgen for such Licensed Product or Assigned Products), Genexine may require Tasgen to implement any necessary preventive and corrective measures and Tasgen shall comply with Genexine’s advice as soon as reasonably practicable at Tasgen’s own expense. 13.6 Notwithstanding anything to the contrary in this Article 13 or elsewhere in this Agreement, neither Party shall have any liability, whether arising in contract, tort (including negligence), strict liability, breach of warranty or any other theory of law, for any special, incidental, indirect or consequential loss or damage of any nature suffered by the other Party.