Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expenses.

Indemnification by Licensee. 9.1.1 Licensee shall defendindemnify, indemnify hold harmless, and hold Penn defend Licensor, KU, the Kansas Board of Regents and its each’s respective trustees, officers, faculty, studentsdirectors, employees, contractors Inventors, affiliates, cooperative organizations, and agents (the collectively, “Penn Licensor Indemnitees”) harmless from and ), against any and all liabilityclaims, damagesuits, losslosses, cost or expense damages, costs, liabilities, fees, and expenses (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage ) (collectively “Claims”) arising out of Third Party claims or suits related to: of: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights any license granted under this Agreement; ; (b) any the breach of this Agreement by Licensee; , its Affiliates, or its Sublicensees; (c) the developmentfailure by Licensee, manufacturing or commercialization (including commercial manufacturingits Affiliates, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates Sublicensees to comply with any applicable laws, rules, or Sublicensees; or regulations, (d) the manufacture, testing, sale, or use of any enforcement action Licensed Product or suit brought by Licensee against a Third Party for infringement License Method, or (e) any negligence, intentional misconduct, act, error, or omission of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent , its officers, directors, agents, employees, Affiliates, or Sublicensees, except where such claims or suits result Claims directly arise and are solely from the gross negligence negligence, fraud, or willful intentional misconduct of the Licensor. Licensor will provide Licensee with prompt written notice of any claim for which a Licensor Indemnitee seeks indemnification. Licensee shall have sole control over the defense and settlement of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification any Claim under this Section 9.1section provided it does so diligently, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperatein good faith, and cause the individual Penn Indemnitees to uses reasonably cooperate, experienced counsel with Licensee expertise in the defenserelevant field, and the Licensor Indemnitees will reasonably cooperate in the defense of such Claim. Licensee shall not admit fault on a Licensor Indemnitees’ behalf nor enter into any settlement or compromise resolution on the Licensor Indemnitees’ behalf without the Licensor Indemnitees’ written consent— said consent not to be unreasonably withheld. Licensee shall give Licensor prompt and timely written notice of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit instituted of which Licensee has knowledge that in a manner which (a) admits fault any way, directly or negligence on indirectly, affects or might affect Licensor Indemnitees, and the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee Licensor Indemnitees shall have the right at their own expense to defend against any such claim or suit itself, including by selecting its participate in the defense of the same with their own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expensescounsel(s).

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage only to the extent arising out of Third Party claims or suits related to: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any material breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of FA Gene Therapy Products, and all product liability losses) of a Licensed FA Gene Therapy Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence negligence, recklessness or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, ; or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4Article 3. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [**] of Licensee’s receipt of invoices for such fees and expenses. 9.1.4 [**].

Indemnification by Licensee. 9.1.1 Licensee shall defendindemnify, indemnify hold harmless, and hold Penn defend Licensor, KU, the Kansas Board of Regents and its each’s respective trustees, officers, faculty, studentsdirectors, employees, contractors Inventors, affiliates, cooperative organizations, and agents (the collectively, “Penn Licensor Indemnitees”) harmless from and ), against any and all liabilityclaims, damagesuits, losslosses, cost or expense damages, costs, liabilities, fees, and expenses (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage ) (collectively “Claims”) arising out of Third Party claims or suits related to: of: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights any license granted under this Agreement; ; (b) any the breach of this Agreement by Licensee; , its Affiliates, or its Sublicensees; (c) the developmentfailure by Licensee, manufacturing or commercialization (including commercial manufacturingits Affiliates, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates Sublicensees to comply with any applicable laws, rules, or Sublicensees; or regulations, (d) the manufacture, testing, sale, or use of any enforcement action Licensed Product or suit brought by Licensee against a Third Party for infringement License Method, or (e) any negligence, intentional misconduct, act, error, or omission of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent , its officers, directors, agents, employees, Affiliates, or Sublicensees, except where such claims or suits result Claims directly arise and are solely from the gross negligence negligence, fraud, or willful intentional misconduct of the Licensor. Licensor will provide Licensee with prompt written notice of any claim for which a Licensor Indemnitee seeks indemnification. Licensee shall have sole control over the defense and settlement of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification any Claim under this Section 9.1section provided it does so diligently, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperatein good faith, and cause the individual Penn Indemnitees to uses reasonably cooperate, experienced counsel with Licensee expertise in the defenserelevant field, and the Licensor Indemnitees will reasonably cooperate in the defense of such Claim. Licensee shall not admit fault on a Licensor Indemnitees’ behalf nor enter into any settlement or compromise resolution on the Licensor Indemnitees’ behalf without the Licensor Indemnitees’ written consent—said consent not to be unreasonably withheld. Licensee shall give Licensor prompt and timely written notice of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit instituted of which Licensee has knowledge that in a manner which (a) admits fault any way, directly or negligence on indirectly, affects or might affect Licensor Indemnitees, and the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee Licensor Indemnitees shall have the right at their own expense to defend against any such claim or suit itself, including by selecting its participate in the defense of the same with their own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expensescounsel(s).

Indemnification by Licensee. 9.1.1 21.1 Licensee shall defendshall, indemnify and hold Penn and at its respective trusteesown expense, defend or at its option, settle any claim, suit or proceeding brought by a third party against Artisan Components or its officers, facultydirectors or employees (i) for any product liability claim for death, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost personal injury or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the Licensed Integrated Circuits (ii) Licensee's gross negligence or willful misconduct misconduct, and (iii) Artisan Components' authorized use of the Required Data. Licensee shall pay any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1settlement amounts or damages finally awarded in such claim, Penn shallsuit or proceeding; provided that Artisan Components: (a) promptly notify notifies Licensee as soon as it becomes aware in writing of a claim such claim, suit or suit for which indemnification may be sought pursuant hereto; proceeding, (b) reasonably cooperate, and cause gives Licensee sole control over the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, defense and/or settlement or compromise of such claim claim, suit or suitproceeding; and (c) permit the Licensee reasonably cooperates and provides all available information, assistance and authority to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise defend or settle the claim, suit or proceeding. Licensee shall not be liable for any costs, expenses, damages or fees incurred by Artisan Components in defending such action or claim unless authorized in advance in writing by Licensee. -------------------------- [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 21.2 The Licensed Product(s) are not specifically developed or suit licensed for use in a manner which the planning, construction, maintenance, operation or other use of military/aerospace and life support applications. Licensee agrees that Artisan Components shall not be liable for any claims, losses, costs or liabilities arising from such use if Licensee or its distributors or customers use the Licensed Product(s) for such applications (except those that would otherwise arise under this Agreement). Licensee agrees to indemnify and hold Artisan Components harmless from any claims, losses, costs, and liabilities arising out of or in connection with the use of the Licensed Product(s) or Licensed Integrated Circuits in (a) admits fault life support applications, or negligence on the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee military/aerospace applications, if such Licensed Integrated Circuits were marketed and sold as having increased reliability in military/aerospace applications due to take, or forbear to take, any action, without the prior written consent of Penn, or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with additional testing performed by Licensee and and/or its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnessesagents. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expenses.

Indemnification by Licensee. 9.1.1 As between Licensor and Licensee shall and regardless of the termination or expiration of this Agreement, Licensee assumes full responsibility for all liability, claims, demands, expenses (including reasonable attorney fees) and damages, including claims for defective products as well as damages to property or injury to persons (including death) arising out of or otherwise in relation to the manufacture, sale or use of the Licensed Products (excluding actions solely involving claims relating to the Licensed Trademarks infringing the rights of others in the Territory) and/or any actions of its employees, including product liability, liability arising out of alleged defects or deficiencies in the Licensed Products, patent infringement, product recycling or take-backs, negligence, false advertising, breach of warranty, fraud, misrepresentation, breach of obligations to Third Parties and/or violation of any law in any country. In such regard, ▇▇▇▇▇▇▇▇ agrees to defend, indemnify indemnify, save and hold Penn and harmless Licensor, its respective trusteessuccessors, assigns, officers, facultydirectors, students, agents and employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liabilityclaims, damagecosts, loss, cost or expense (including reasonable court costs and attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death proceedings and property damage liabilities arising out of Third Party any of such claims including any loss, damage, injury or suits related to:death. Licensee will control any such litigation or proceeding in relation to a Claim provided that any settlement intended to bind Licensor will not be final without Licensor’s prior written approval which may not unreasonably be withheld or delayed. Licensee further will provide formal acceptance in writing to Licensor of any tender of a Claim requiring indemnification pursuant to this Section 13.2 within three (3) days of receipt. In addition, Licensee will provide Licensor with regular updates of the progress of any such Claims through its resolution and will handle all such Claims professionally and in a manner which does not tarnish the Licensed Trademarks or negatively affect Licensor. (a) the negligence, recklessness or wrongful intentional acts or omissions Within thirty (30) days of Licensee’s first distribution of any Licensed Products in the United States, Licensee shall register as a business on the Consumer Products Safety Commission’s (CPSC) ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website, so Licensee will receive consumer complaints about the Licensed Products in a timely manner and shall be able to correct or help correct product origin issues that affect Licensor. Licensee shall cooperate with Licensor with respect to any corrections necessary to identify Licensee as the manufacturer of record for the Licensed Products and to assist Licensor in any other reasonably way to correct other inaccuracies related to the origin of the Licensed Products. Licensee shall provide Licensor with written notice confirming its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance registration on the ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website within ten (10) days of its obligations or exercise of its rights under this Agreement;obtaining such registration. (b) In the event that the CPSC or any breach of this Agreement by Licensee; (c) other state or federal governmental organization issues a claim, report or submission in any form related to the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or shall use its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant best efforts to this Section 9.1 shall not apply to address the extent claims in such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee report as soon as it becomes aware of a claim reasonably practicable, including making certain with the CPSC (or suit for which indemnification may be sought pursuant hereto; (bother governmental organization) reasonably cooperatethat Licensee, and cause not Licensor, is responsible for the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise manufacture of such claim products and that Licensor should not be listed as the responsible party for such products in any finding or suit; and database. If the issues raised in such report are not satisfactorily addressed to the mutual reasonable satisfaction of both Parties (c) permit including removal of any association of Licensor as the Licensee to control party responsible for the defense, settlement or compromise manufacture of such claim or suitproducts) within sixty (60) days receipt of notice of such report, including then Licensee shall pay Licensor five thousand U.S. dollars ($5,000) upon demand and shall thereafter pay Licensor five thousand U.S. dollars ($5,000) every thirty (30) days thereafter until such issues have been satisfactorily addressed to the right mutual reasonable satisfaction of both Parties. The payments required in this Section 13.2(b) represent fair compensation to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on Licensor for the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee anticipated likely loss to take, or forbear be suffered by Licensor to take, any action, without the prior written consent of Penn, or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, goodwill in the event that Penn believes in good faith that of such a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expensessituation arising.

Indemnification by Licensee. 9.1.1 1.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to the extent arising out of Third Party claims or suits related to[***] including: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with the performance of the Licensee’s performance of its obligations or exercise of its Licensee’s rights under this Agreement; (b) any material breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses) losses of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees); orand (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 10.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law[***]. 9.1.2 1.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.110.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably fully cooperate, and cause the individual Penn Indemnitees to reasonably fully cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (ai) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (bii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (ciii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4Article 4. Penn shall reasonably cooperate fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its counsel in the course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide providing or make making available documents, information and witnesses. 9.1.3 1.1.3 Notwithstanding Section 9.1.2 10.1.2 above, in a Penn Indemnitee shall be entitled to participate in, but not control, the event defense of a Third Party claim or suit subject to indemnification under Section 10.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn believes in good faith that Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then such that representation by Licensee and Penn or any such other Penn Indemnitee shall have by the right same legal counsel due to defend against a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any such claim or suit itselfreasonable, including by selecting its own counsel, with any reasonable documented out-of-pocket attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay of such fees and expenses either Penn Indemnitee directly or will reimburse Penn within [***] of Licensee’s receipt of invoices for such fees and expenses. 1.1.4 In no event shall Licensee be liable under this Section 10.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification by Licensee. 9.1.1 Licensee shall will, at its sole expense, defend, indemnify indemnify, and hold Penn Licensor and its Affiliates and their respective trustees, officers, facultydirectors, students54 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. shareholders or owners, employees, contractors and agents (the “Penn Licensor Indemnitees”) harmless from and against any and all liabilityClaims to the extent that such Claims arise out of, damageare based on, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: result from (a) the negligence, recklessness Development or wrongful intentional acts Commercialization of any Development Candidates or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) of a Licensed Product Products by or on behalf of Licensee or its Affiliates or its or their Sublicensees; or , (db) the breach of any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to under this Section 9.1 shall Agreement, including Licensee’s representations and warranties, covenants and agreements or (c) the willful misconduct or negligent acts of Licensee, its Affiliates, or the officers, directors, employees, or agents of Licensee or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensee’s defense of the relevant Claims is prejudiced by such claims failure or suits (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensor or its Affiliates, or any related breach by Licensor of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition its representations, warranties or covenants hereunder; or (ii) to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit Claims for which indemnification may be sought Licensor has an obligation to indemnify Licensee pursuant hereto; (b) reasonably cooperateto Section 11.1, and cause as to which Claims each Party will indemnify the individual Penn Indemnitees other to reasonably cooperate, with Licensee in the defense, settlement or compromise extent of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices respective liability for such fees and expensesClaims.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to the extent arising out of Third Party claims or suits related to[***]: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with the performance of the Licensee’s performance of its obligations or exercise of its Licensee’s rights under this Agreement; (b) any material breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses) losses of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; orand (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights; . provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law[***]. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably fully cooperate, and cause the individual Penn Indemnitees to reasonably fully cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (ai) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (bii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (ciii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4Article 3. Penn shall reasonably cooperate fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its counsel in the course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide providing or make making available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in a Penn Indemnitee shall be entitled to participate in, but not control, the event defense of a Third Party claim or suit subject to indemnification under Section 9.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn believes in good faith that Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then such that representation by Licensee and Penn or any such other Penn Indemnitee shall have by the right same legal counsel due to defend against a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any such claim or suit itselfreasonable, including by selecting its own counsel, with any reasonable documented out-of-pocket attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay of such fees and expenses either Penn Indemnitee directly or will reimburse Penn within [***] of Licensee’s receipt of invoices for such fees and expenses. 9.1.4 In no event shall Licensee be liable under this Section 9.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld, conditioned or delayed.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold Penn Licensor and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Licensor Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees)expense, including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent directly arising out of from Third Party claims or suits related toto the extent directly arising from: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any material breach of this Agreement by Licensee;; or (c) the development, manufacturing (unless manufactured by Licensor) or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Licensor Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Licensor Indemnitee’s right to receive indemnification under this Section 9.1, Penn Licensor shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Licensor Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn Licensor or any other Penn Licensor Indemnitee; (b) commits Penn Licensor or any other Penn Licensor Indemnitee to take, or forbear to take, any action, without the prior written consent of PennLicensor, or (c) grant any rights under the Penn Licensor Patent Rights except for Sublicenses permitted under Section 3.4Article 2. Penn Licensor shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expenses.

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to: (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) ​ of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (c) grant any rights under the Penn Patent Rights or DRG Patent Rights except for Sublicenses permitted under Section 3.4. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expenses.

Indemnification by Licensee. 9.1.1 7.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to: to (a) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach of this Agreement by Licensee; or any Sublicense, including (ci) the development, manufacturing testing, use, manufacture, promotion, sale or commercialization other disposition of any Product (including commercial manufacturing, packaging and labeling of Products, and all any product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or claim), (dii) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights; , (iii) any claim by a Third Party that the practice of Penn Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such Third Party, (iv) any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees and (b) Licensee’s negligence, omissions or willful misconduct, provided that Licensee’s obligations pursuant to this Section 9.1 7.1 shall not apply to the extent such claims or suits result from the negligence, gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law. 9.1.2 7.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.17.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (a) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (b) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of PennPenn (which consent shall not be unreasonably withheld, delayed or conditioned), or (c) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4Article 2. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 7.1.3 Notwithstanding Section 9.1.2 7.1.2 above, in the event that Penn believes in good faith that a bona fide bonafide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by Licensee[***]. Licensee will pay such fees and expenses either directly or will reimburse Penn within [*] of Licensee’s receipt of invoices for such fees and expenses**].

Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach of this Agreement by Licensee;; or (c) the development, manufacturing or commercialization (including commercial manufacturing, packaging and labeling of Products, and all product liability losses) of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; or (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Research Program Patent Rights; provided that Licensee’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of lawIndemnitees. 9.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (ai) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (bii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (ciii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4Article 3. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses. 9.1.3 Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bona fide bonafide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses […***…] being paid for by Licensee[…***…]. Licensee will pay such fees and expenses either directly or will reimburse Penn within […*] of Licensee’s receipt of invoices for such fees and expenses**…].

Indemnification by Licensee. 9.1.1 11.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage (collectively, “Liabilities”) to the extent arising out of Third Party claims or suits related to[***] including: (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with the performance of the Licensee’s performance of its obligations or exercise of its Licensee’s rights under this Agreement; (b) any material breach of this Agreement by Licensee; (c) the development, manufacturing or commercialization of Licensed Products (including commercial manufacturing, packaging and labeling of Licensed Products, and all product liability losses) losses of a Licensed Product by or on behalf of Licensee or its Affiliates or Sublicensees; orand (d) any enforcement action or suit brought by Licensee against a Third Party for infringement of Penn Patent Rights or Joint Patent Rights; . provided that Licensee’s obligations pursuant to this Section 9.1 11.1 shall not apply to the extent such Liabilities and Third Party claims or suits result or arise from the gross negligence or willful misconduct of any of Penn Indemnitees as determined by a court of law[***]. 9.1.2 11.1.2 As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.111.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably fully cooperate, and cause the individual Penn Indemnitees to reasonably fully cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (ai) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (bii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (ciii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Section 3.4Article 5. Penn shall reasonably cooperate fully cooperate, and cause the individual Penn Indemnitees to fully cooperate, with Licensee and its counsel in the course of the defense or settlement of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide providing or make making available documents, information and witnesses. 9.1.3 11.1.3 Notwithstanding Section 9.1.2 11.1.2 above, in a Penn Indemnitee shall be entitled to participate in, but not control, the event defense of a Third Party claim or suit subject to indemnification under Section 11.1.1 above and to engage counsel of its own choice for such purpose; provided that such engagement shall be at such Penn believes in good faith that Indemnitee’s own expense unless a bona fide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then such that representation by Licensee and Penn or any such other Penn Indemnitee shall have by the right same legal counsel due to defend against a misalignment of interests or would be prohibited under applicable law, ethical rules or equitable principles, in which case, Licensee will either pay any such claim or suit itselfreasonable, including by selecting its own counsel, with any reasonable documented out-of-pocket attorney’s fees and litigation expenses being paid for by Licensee. Licensee will pay of such fees and expenses either Penn Indemnitee directly or will reimburse Penn within [***] of Licensee’s receipt of invoices for such fees and expenses. 11.1.4 In no event shall Licensee be liable under this Section 11.1 for any settlement, compromise or other disposition of a Third Party claim or suit for which a Penn Indemnitee seeks indemnification hereunder and that is reached without the prior written consent of Licensee, such consent not to be unreasonably withheld, conditioned or delayed.