Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor shall, at its sole expense, defend, indemnify and hold Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent such Claims arise out of, are based on, or result from (a) the Development of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensor’s defense of the relevant Claim is prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor shallwill, at its sole expense, defend, indemnify indemnify, and hold Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Development of Product conduct by or on behalf of Licensor or any of its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees)Third Parties of Development activities as part of the Collaboration Research Program, (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, (c) the breach or default of any Loan Facility or Head License Agreements by Licensor, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees)Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 11.3 and Licensor’s defense of the relevant Claim Claims is prejudiced by such failurefailure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliates, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.211.2, as to which Claims each Party shall will indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. To the extent permitted by law, Licensor shallshall defend, solely at its sole Licensor’s expense, defendLicensee, indemnify its Affiliates, and hold Licensee and its Affiliates and each of their respective officers, directors, shareholders or ownersmanagers, employeesmembers, personnel, permitted successors, and agents their permitted assigns (collectively, the “Licensee IndemniteesIndemnified Parties”) ), against all Claims and shall indemnify and hold harmless Licensee Indemnified Parties from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent such Claims arise Losses arising out of, are based onrelating to, or result from otherwise in respect of any of the following: (i) Claims for bodily injury, death, or damage to tangible personal or real property to the extent: (a) proximately caused by the Development negligence or willful acts or omissions of Product by or on behalf of Licensor Licensor, its personnel, or its Affiliates contractors or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of resulting proximately from Licensor’s failure to perform its obligations under this Agreement, including ; (ii) Claims arising from Licensor’s representations and warranties, covenants and agreements, breach of any representation or warranty in this Agreement; (diii) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Claims arising from any failure by Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 all applicable safety codes and requirements with respect to attachments of Licensor; and (iv) Licensor’s defense fraud, violation of the relevant Claim is prejudiced by such failure; law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (iiK.S.A. 75-6104, ET SEQ.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), as to which Claims each Party shall indemnify the other to the extent of its respective liability for such ClaimsAND AMENDMENTS THERETO.

Indemnification by Licensor. Licensor shallshall indemnify, at its sole expense, defend, indemnify defend and hold Licensee Seelos and its Affiliates and Sublicensees and each of their respective officers, directors, shareholders or ownersagents, employees, officers and agents directors (all together, the “Licensee Seelos Indemnitees”) harmless from and against any and all Third Party claimsactions, suitsjudgments, proceedingssettlements, liabilities, damages, penalties, fines, losses, liabilities, costs, costs and expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent such arising out of any and all Claims arise out of, are based on, or result from related to (a) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Development Supply Agreement; (b) Licensor’s breach or violation of Product any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or on behalf for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or its agents or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the respective officers, directors, employeesmanagers, employees or agents of Licensor in connection with this Agreement or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply (i) at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or the Licensee Indemnitees fail to comply Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the indemnification procedures set forth in Section 10.3 and Licensor’s defense combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the relevant Claim is prejudiced Licensor Know-How as delivered by such failure; Licensor by or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such ClaimsSeelos.

Indemnification by Licensor. Licensor shall, at its sole expense, shall defend, indemnify and hold harmless Licensee and its Affiliates and each of their respective officers, directors, shareholders or ownersshareholders, employees, successors and agents assigns (the “Licensee Indemnitees”) harmless from and against any and all Third Party claimsClaims, suitsand all associated Losses, proceedings, damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent such Claims arise arising out of, are based on, of or result from resulting from: (a) the Development of Product performance or failure to perform by Licensor (or on behalf of Licensor any its Affiliates, subcontractors or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (bagents) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s its obligations under this Agreement; (b) a material breach by Licensor or any of its Affiliates, including Licensor’s representations and subcontractors or agents of any of its representations, warranties, covenants and agreements, or agreements under this Agreement; or (dc) the willful misconduct or negligent acts violation of LicensorApplicable Law by any Licensor Indemnitee; provided, its Affiliateshowever, its or their sublicensees (other than that in all cases referred to in this Section 6.2, Licensor shall not be liable to indemnify any Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents Indemnitee for any Losses of Licensor or its Affiliates or its or their sublicensees (other than such Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) Indemnitee to the extent that such Losses were caused by (i) the gross negligence or willful misconduct or intentional wrongdoing of Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensor’s defense or any of the relevant Claim is prejudiced by such failure; its Affiliates, sublicensees, subcontractors or agents, (ii) to Claims any breach by Licensee or any of its Affiliates, sublicensees, subcontractors or agents of Licensee’s representations, warranties, covenants or agreements under this Agreement, or (iii) matters for which Licensee has an obligation to indemnify any Licensor Indemnitee pursuant to Section 10.26.1; or (iv) with respect to a claim under Section 8.3 by a Third Party, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such ClaimsAPI.

Indemnification by Licensor. (a) Licensor shallagrees to defend the Licensee Indemnitees, at Licensor’s cost and expense, and will indemnify and hold harmless the Licensee Indemnitees from and against any and all losses, costs, damages, fees, and expenses (collectively, “Losses”) relating to or in connection with a Third Party claim arising out of (i) any actual or alleged death, personal bodily injury or damage to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any Procedure or Product Exploited by or on behalf of (A) Licensor, its Affiliates, licensees or Sublicensees and/or (B) Licensee, its Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the extent that the claim relates to an Improvement developed by Licensee); (ii) subject to the provisions of Sections 2.2(b) and 8.1(b) hereof, any actual or alleged infringement or unauthorized use or misappropriation of any Patent Right or other Intellectual Property Right of a Third Party with respect to the activities of (A) Licensor, its Affiliates, licensees or Sublicensees and/or (B) Licensee, its Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the extent that the claim relates to an Improvement developed by Licensee); (iii) any breach by Licensor of its representations, warranties or covenants made under this Agreement; or (iv) any negligent act or omission or willful misconduct of Licensor, its Affiliates, licensees or Sublicensees, or any of their employees, contractors or agents, in performing Licensor’s obligations or exercising Licensor’s rights under this Agreement. In the event of any such claim against any Licensee Indemnitee, Licensee shall promptly notify Licensor in writing of the claim and Licensor shall manage and control, at its sole expense, defend, indemnify and hold Licensee the defense of the claim and its Affiliates settlement with counsel reasonably acceptable to the Licensee Indemnitee. The failure to timely give a claim notice shall not relieve Licensor of its obligations hereunder, except and their respective officersonly to the extent that such failure shall result in any material prejudice to Licensor in defense of the claim. Licensor shall not, directorswithout the prior written consent of the Licensee Indemnitee, shareholders consent to the entry of any judgment or ownersenter into any settlement or compromise which does not include, employeesas an unconditional term thereof (i.e., there being no requirement that the Licensee Indemnitee pay any amount of money, give any other consideration or agree to any restriction or limitation), the giving by the claimant or plaintiff to the Licensee Indemnitee of a release, in form and agents substance satisfactory to the Licensee Indemnitee from all liability in respect of the claim. The relevant Licensee Indemnitees shall cooperate with Licensor and may, at such Licensee Indemnitees’ option and expense, be represented in any such action or proceeding. Licensor shall not be liable for any settlements, litigation costs or expenses incurred by any Licensee Indemnitees without Licensor’s written authorization. (i) Notwithstanding the foregoing, the provisions of Section 8.1(a)(ii) with respect to claims that relate to jurisdiction outside the United States shall be subject to the provisions of this paragraph (b). (ii) In the event that Licensee seeks to Exploit any Licensor IP in a jurisdiction outside the United States, it shall give Licensor written notice thereof (the “Licensee IndemniteesForeign Exploitation Notice”). (iii) harmless from and against any and all Third Party claimsUpon receipt of a Licensee Foreign Exploitation Notice, suitsLicensor shall have the right, proceedingsat its expense, damagesto undertake a Freedom-To-Operate Analysis with respect to such jurisdiction. In the event that, lossesfollowing such Freedom-To-Operate Analysis or otherwise, liabilitiesLicensor determines that it is willing to be bound by the provisions of Section 8.1(a)(ii) with respect to such jurisdiction, costsit shall give written notice thereof to Licensee. Thereupon, expenses (including court costs and reasonable attorneys’ fees and expensesthe provisions of Sections 8.1(a)(ii) and recoveries (collectively, “Claims”8.2(b) shall apply with respect to such jurisdiction and the extent such Claims arise out of, are based on, or result from (aprovisions of Section 4.3(c) the Development of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will shall not apply with respect to such jurisdiction. In the event that, following such Freedom-To-Operate Analysis or otherwise, Licensor determines that it is not willing to be bound by the provisions of Section 8.1(a)(ii) with respect to such jurisdiction, it shall given written notice thereof to Licensee. Thereupon or in the event that a notice is not received by Licensee from Licensor within forty-five (i45) to days following the extent that date of the Licensee Indemnitees fail Foreign Exploitation Notice, the provisions of Section 8.1(a)(ii) and 8.2(b) shall not apply with respect to comply such jurisdiction and the provisions of Section 4.3(c) shall apply with the indemnification procedures set forth in Section 10.3 and Licensor’s defense of the relevant Claim is prejudiced by respect to such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such Claimsjurisdiction.

Indemnification by Licensor. Subject to Sections 11.3, Licensor shall, at its sole expense, hereby agrees to defend, indemnify and hold Licensee harmless Licensee, its Affiliates, Sublicensees, any contractors of any of the foregoing, and its Affiliates and each of their respective officers, directors, shareholders or ownersofficers, employees, agents, and agents other representatives (the each a “Licensee IndemniteesIndemnitee”) harmless from and against any all suits, claims, proceedings or causes of action brought by Third Parties (“Claims”), and all Third Party claims, suits, proceedings, associated damages, losses, liabilities, costsexpenses and/or loss, including reasonable legal expenses (including court costs and reasonable attorneys’ fees (“Losses”), to the extent arising out of a Licensor Indemnitee’s (i) negligence or willful misconduct, (ii) breach of this Agreement, (iii) failure to comply with any Applicable Law, (iv) all payments, cost reimbursements, discounts, rebates, refunds, chargeback claims and expensesrelated fees with respect to any Products labeled with Licensor’s national drug codes (excluding Transition Quantities, Delivered Inventory and any Product purchased under Rechon Purchase Orders, if any), provided, however, that Licensor shall not be liable pursuant to this Section 11.1(iv) if any Product is labeled with Licensor’s national drug code in violation of Section 4.4.c., or (v) manufacture, use, Development, Commercialization, import, or export of any Product(s) prior to the Effective Date (excluding Product manufactured by Rechon pursuant to the Purchase Orders, Transition Quantities and recoveries (collectivelyDelivered Inventory), “Claims”) except to the extent such Claims arise out of, are based on, or Losses result from (a) the Development of Product by negligence or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees)willful misconduct, (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail failure to comply with Applicable Laws on the indemnification procedures set forth part of, in Section 10.3 and Licensor’s defense of the relevant Claim is prejudiced by such failure; or (ii) to Claims for which each case, any Licensee has an obligation to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such ClaimsIndemnitee.

Indemnification by Licensor. Licensor shall, at its sole expense, defend, shall indemnify and hold Licensee harmless Avenue, its Affiliates, and its Affiliates and their respective officers, directors, shareholders or ownersofficers, employees, agents, successors, and agents assigns (collectively, the “Licensee Avenue Indemnitees”) harmless ), from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, any Third-Party Claim based upon: (a) the Development, Manufacture, or Commercialization of any Licensed Molecule or Licensed Product prior to the Effective Date; (b) the Manufacture of any Licensed Molecule or Licensed Product for Licensor, its Affiliates or a Third Party claims(other than a Sublicensee); (c) the Manufacture of any Licensed Molecule or Licensed Product by Licensor or its Affiliates for Avenue, suitsits Affiliates or Sublicensees, proceedingsor the supply of such Licensed Molecules or Licensed Products to Avenue or its Affiliates or Sublicensees, damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) except to the extent such Claims arise out ofThird-Party Claim arises from Licensor’s compliance with Avenue’s (or its Affiliates’ or any of its Sublicensees’) unique technical specifications or unique technical requirements that are requested in writing by Avenue; (d) the Development, are based onManufacture, or result from (a) Commercialization of any Licensed Molecule or Licensed Product outside of the Development Field or outside of Product the Territory by or on behalf of Licensor or its Affiliates or its licensees on or their sublicensees after the Effective Date; (other than Licensee and its Affiliates or Sublicensees), (be) the commercialization of Product by gross negligence or on behalf willful misconduct of Licensor or its Affiliates or its or their sublicensees (other than Licensee respective directors, officers, employees, consultants, subcontractors or its Affiliates or Sublicensees)agents, (c) the breach of any of in connection with Licensor’s performance of its obligations under this Agreement, the Subscription Agreement, or the Registration Rights Agreement; or (f) any breach by Licensor of any of its representations, warranties, covenants, agreements or obligations under this Agreement, the Subscription Agreement, or the Registration Rights Agreement, or of applicable law, including U.S. securities laws governing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Notwithstanding the foregoing, Licensor’s representations and warranties, covenants and agreements, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will to indemnify pursuant to this Section 10.2 shall not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensor’s defense of the relevant Claim is prejudiced by such failure; or (ii) to any Third-Party Claims for which Licensee has an obligation Avenue is required to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such Claims10.1.

Indemnification by Licensor. Licensor shallagrees to indemnify, at its sole expensehold harmless, defend, indemnify and hold defend Licensee and its Affiliates Affiliates, contractors, and distributors, and each of its and their respective officers, directors, shareholders or owners, employees, agents, and agents assigns (the collectively, “Licensee Indemnitees”) harmless ), from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) Claims to the extent such Claims arise out of, are based on, arising or result from resulting from: (a) the Development of Product actions undertaken by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its sublicensees or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or subcontractors during the officersDevelopment, directors, employeesmanufacture, or agents use of any Compound or Product (i) prior to the Effective Date or from and after the termination of this Agreement within the Licensed Territory, and (ii) in all events outside of the Licensed Territory; (b) the negligence, recklessness, or wrongful intentional acts or omissions of Licensor or its Affiliates Affiliates, or its the negligence, recklessness, or their sublicensees intentional acts of any Third Party direct licensees (other than Licensee and its Affiliates Licensee’s Sublicensees or Sublicensees). The foregoing indemnity obligation will not apply subcontractors under this Agreement) of the Licensed Technology acting within the scope of such direct licensees’ license with Licensor; (ic) to breach by Licensor of any representation, warranty, obligation, or covenant as set forth in this Agreement; or (d) breach by Licensor of the extent that scope of the Licensee Indemnitees fail to comply with the indemnification procedures licenses set forth in Section 10.3 and Licensor’s defense of the relevant Claim is prejudiced by such failure; or 2.2, in each case (ii(a) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2through (d)), as to which Claims each Party shall indemnify the other except to the extent caused by a breach by Licensee, its Affiliates, subcontractors, or Sublicensees of any of Licensee’s obligations, representations, warranties, or covenants set forth in this Agreement, or Licensee’s or its respective liability for such ClaimsAffiliates’, subcontractors’ or Sublicensees’, negligence, recklessness, or intentional acts.

Indemnification by Licensor. Licensor shall, at its sole expense, defend, indemnify and hold Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent such Claims arise out of, are based on, or result from (a) the Development of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) Licensor’s manufacturing of Aerosolized Products, (d) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (de) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensor’s defense of the relevant Claim is prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor shallshall indemnify, at its sole expense, defend, indemnify defend and hold harmless Licensee and its Affiliates Affiliates, Sublicensees and each of their respective employees, officers, directors, shareholders or owners, employees, directors and agents (the each a “Licensee IndemniteesIndemnitee”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, costs, expenses losses and damages (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “ClaimsLosses”) to the extent such Claims arise out of, are based on, or that result from (a) the Development of Product any Claim made or brought against a Licensee Indemnitee by or on behalf of Licensor such Third Party, and any direct out-of-pocket costs and expenses (including reasonable attorneys’ fees) (“Litigation Costs”) incurred by a Licensee Indemnitee while investigating or its Affiliates conducting the defense of such Third Party Claim, in either case, solely to the extent such Claim is based on or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) arises out of: 14.1.1 the breach by Licensor of any representation, warranty or covenant contained in this Agreement; 14.1.2 the gross negligence or willful misconduct by any of the Licensor Indemnitees in the performance of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, ; 14.1.3 the Exploitation by or (d) the willful misconduct or negligent acts on behalf of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) licensees of the Compound or the officersProduct prior to the Effective Date; 14.1.4 the Exploitation by or on behalf of Licensor, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees licensees of ImmTOR (other than Licensee and as comprising the Product) prior to the Effective Date or during the Term; 14.1.5 the Exploitation by or on behalf of Licensor, its Affiliates or Sublicenseeslicensees of the Product following the Term and the use of the Reversion Technology in connection with the same; or 14.1.6 any of the Additional ImmTOR Agreements prior to the date of assignment of such Additional ImmTOR Agreements to Licensee; provided, however, that in the case of Sections 14.1.1 to 14.1.6 (inclusive). The foregoing indemnity obligation will , such indemnification right shall not apply to any Claims, Losses or Litigation Costs (ia) to the extent that directly attributable to the gross negligence or willful misconduct of a Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and LicensorIndemnitee or Licensee’s defense breach of the relevant Claim is prejudiced by such failure; this Agreement, or (iib) to Claims for which Licensee has an obligation is obligated to indemnify Licensor pursuant to under Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such Claims14.2.

Indemnification by Licensor. Licensor shallwill, at its sole expense, defend, indemnify indemnify, and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Development research, Development, manufacture, use, testing or Commercialization of any Compound or Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or SublicenseesAffiliates), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement or the Principal License Agreement, including Licensor’s representations and warranties, covenants and agreements, or (dc) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees)Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 11.3 and Licensor’s defense of the relevant Claim Claims is prejudiced by such failurefailure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliates, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.211.2, as to which Claims each Party shall will indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensor. Licensor shallwill, at its sole expense, defend, indemnify indemnify, and hold Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Development of CX-01 or any Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or SublicenseesAffiliates), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (dc) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees)Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 11.3 and Licensor’s defense of the relevant Claim Claims is prejudiced by such failurefailure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliates, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.211.2, as to which Claims each Party shall will indemnify the other to the extent of its respective liability for such Claims. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Indemnification by Licensor. Licensor shall, at its sole expense, hereby agrees to defend, hold harmless and indemnify and hold Licensee (collectively, “Indemnify”) POINT and its Affiliates Affiliates, and its and their respective officers, directors, shareholders or ownersofficers, employees, contractors and agents (collectively, the “Licensee POINT Indemnitees”) harmless from and against any liability or expense (including reasonable legal expenses, costs of litigation and all Third Party claimsattorneys’ fees), damages, or judgments, whether for money or equitable relief (collectively, “Losses”) resulting from suits, proceedings, damagesclaims, lossesactions, liabilitiesdemands, costsor threatened claims, expenses actions or demands, in each case brought by a Third Party (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectivelyeach, a “ClaimsThird Party Claim”) to the extent such Claims arise out ofagainst a POINT Indemnitee, are based onincluding, or result from for each of clauses (a) the Development of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees), (b) and (c), below, bodily injury, risk of bodily injury, death, property damage, and product liability Third Party Claims or the commercialization failure to comply with Law arising out of Product by or on behalf of Licensor relating to, directly or indirectly: (a) The Licensor’s, its Affiliates or its subcontractors’ (collectively, the “Licensor Parties”) activities under the Commercialization Plan; [***] = Indicates confidential information omitted from the exhibit. (b) The Licensor Parties’ negligence, recklessness, intentional misconduct or their sublicensees (other than Licensee intentional acts or its Affiliates omissions; provided that the foregoing shall not apply to any action or Sublicensees), omission undertaken at the direction or request of any POINT Indemnitee outside of the Commercialization Plan; or (c) the The Licensor’s material and uncured breach of any of Licensor’s obligations under representation, warranty or covenant set out in this Agreement, including Licensor’s representations and warranties, covenants and agreements, or . (d) Licensor’s obligation to Indemnify the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will POINT Indemnitees pursuant to this Section 13.1 shall not apply (i) to the extent that any such Losses (i) arise from the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensor’s defense negligence or intentional misconduct of the relevant Claim is prejudiced any POINT Indemnitee; (ii) arise from any material breach by such failurePOINT of this Agreement; or (iiiii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify arise out of POINT’s activities under the other to the extent of its respective liability for such ClaimsCommercialization Plan.

Indemnification by Licensor. Licensor shall, at its sole expense, hereby agrees to defend, indemnify indemnify, and hold harmless Licensee and its Affiliates and each of their respective officers, directors, shareholders or ownersofficers, employees, agents, and agents representatives (the each, a “Licensee IndemniteesIndemnitee”) harmless from and against any and all Third Party claimsClaims and all Losses to which any Licensee Indemnitee may incur, suitssuffer, proceedingsor be required to pay, damagesor may become subject as a result of, lossesor arising in connection with, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) any Claim to the extent such Claims arise out of, are based on, or result from from: (a) the Development breach by Licensor of any warranty, representation, covenant, or agreement made by Licensor in this Agreement; (b) the fraud, negligence, or willful misconduct of Licensor or its Affiliates, or any officer, director, employee, agent or representative thereof; (c) the Exploitation of the Licensed Compounds or Licensed Products following the effective date of termination of this Agreement by or on behalf of Licensor, or its Affiliates, subcontractors, or licensees (other than Licensee), including any Claim related to any product liability, personal injury, or death caused by any Licensed Compound or Licensed Product, except with respect to any Losses arising from any failure of any Licensed Compound or Licensed Product manufactured or supplied to Licensor pursuant to Section 9.7.12 to meet applicable specifications, or any adulteration, misbranding, or other defect in any such Licensed Compounds or Licensed Products; or (d) the failure to comply with Applicable Law by or on behalf of Licensor under this Agreement or its Affiliates in connection with the Exploitation of any Licensed Compound or its or their sublicensees Licensed Product; except, with respect to each of subsections (other than Licensee and its Affiliates or Sublicenseesa) through (d), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (d) the willful misconduct or negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees). The foregoing indemnity obligation will not apply (i) to the extent that such Losses result from the fraud, negligence, or willful misconduct of any Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensor’s defense Indemnitee or breach of the relevant Claim is prejudiced this Agreement by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such ClaimsLicensee.

Indemnification by Licensor. Licensor shallwill, at its sole expense, defend, indemnify indemnify, and hold harmless Licensee and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the Development Exploitation of any Compound or Product by or on behalf of Licensor or its Affiliates or its or their sublicensees subcontractors (for clarity, other than Licensee and Licensee, its Affiliates or Sublicensees), (b) the commercialization of Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee or its Affiliates or Sublicensees), (c) the breach of any of Licensor’s obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, or (dc) the willful misconduct or gross negligent acts of Licensor, its Affiliates, its or their sublicensees (other than Licensee and its Affiliates or Sublicensees) or the officers, directors, employees, or agents of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates or Sublicensees)Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 11.3 and Licensor’s defense of the relevant Claim Claims is prejudiced by such failure; or (ii) to Claims for which Licensee has an obligation to indemnify Licensor pursuant to Section 10.211.2, as to which Claims each Party shall will indemnify the other to the extent of its respective liability for such Claims.