Common use of Indemnity and Limitation of Liability Clause in Contracts

Indemnity and Limitation of Liability. 9.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees or their customers or end-users howsoever the same may arise. 9.2 Subject to Article 9.3, the University’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students or agents, shall be limited to the amount CAN. $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares). 9.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurring.

Indemnity and Limitation of Liability. 9.1 10.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees or their customers or end-users howsoever the same may arise. 9.2 10.2 Subject to Article 9.3Section 10.3, the University’s 's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students or agents, shall be limited to the amount CAN. of $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)1,000.00. 9.3 10.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 10.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurringaction.

Indemnity and Limitation of Liability. 9.1 8.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees or their respective customers or end-users howsoever the same may arise. 9.2 8.2 Subject to Article 9.3paragraph 8.3, the University’s total liability, whether under the express or implied terms of this Agreement, Agreement in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students or agents, shall be limited to the amount CAN. of $2,000, which amount may 5,000.00 (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC SharesCanadian). 9.3 8.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 8.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurringhas occurred.

Indemnity and Limitation of Liability. 9.1 The Licensee hereby indemnifies, protects, holds harmless and defends the UniversityNeurodyn, its Board of GovernorsDirectors, officers, advisors, employees, faculty, students, invitees from and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights by the Licensee under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology Progranulin Technology, any Improvements or any University Improvements or Products licensed under this Agreement Agreement, by the Licensee or its sublicensees sublicensees, or their customers or end-users users, howsoever the same may arise. 9.2 Subject to Article section 9.3, the UniversityNeurodyn’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or indirect, special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the UniversityNeurodyn, its Board of GovernorsDirectors, officers, advisors, employees, faculty, students or agents, shall be limited to the amount CAN. $2,000, which amount may (at of the University’s option) be satisfied Expense Reimbursement actually received by the University returning and transferring Neurodyn prior to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)date when such breach is ascertained or discovered. 9.3 In no event shall either Neurodyn or the University Licensee be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, Agreement may be brought by the Licensee more than six months after the Licensee has notice become aware or reasonably should have become aware of the alleged negligent act or otherwise which gave rise to the cause of action occurringaction.

Indemnity and Limitation of Liability. 9.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use theuse of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees or their customers or end-users howsoever the same may arise. 9.2 Subject to Article 9.3, the University’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students or agents, shall be limited to the amount theamount CAN. $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University theUniversity (notwithstanding the University may have previously sold some of the UBC Shares). 9.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six (6) months after the Licensee has notice of the cause of action occurring.

Indemnity and Limitation of Liability. 9.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees invitees, and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of off the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees sublicensees, or their customers or end-users howsoever the same may arise. 9.2 Subject to Article 9.3, the University’s 's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or indirect, special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students students, or agents, agents shall be limited to the amount CAN. $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)Initial License Fee paid pursuant to Article 3.5. 9.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, Agreement may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurringhas occurred.

Indemnity and Limitation of Liability. 9.1 10.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees invitees, and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees sublicensees, or their customers or end-users howsoever the same may arise. 9.2 10.2 Subject to Article 9.310.3, the University’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or indirect, special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students students, or agents, agents shall be limited to the amount CAN. $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)initial licence fee paid pursuant to Article 3.5. 9.3 10.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 10.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, Agreement may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurringhas occurred. 10.5 The Licensee's right to recover damages against the University is limited pursuant to Articles 10.2 and 11.9 herein. If the Licensee suffers damages as a result of a breach of this Agreement by the University, then the Licensee may set off the amount of such damages, to the extent of such limitation, against future royalties payable from the date of the establishment of such damages to the date of termination of this Agreement. If the amount of damages of the Licensee is not fully set off upon termination of this Agreement, then the Licensee may not recover any amount not so set off from the University, save and except that the Licensee may continue to set off such damages against any royalties payable to the University after termination of this Agreement.

Indemnity and Limitation of Liability. 9.1 The Licensee 8.1 Rights of the University (a) Hana hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents (collectively, in this Article 8, the “University Indemnified Parties”) against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement Agreement, the UBC License or the UBC Consent, including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed Product sublicensed under this Agreement by the Licensee Hana, its Affiliates or its sublicensees Sublicensees, or their customers or end-users howsoever the same may arise, or any injury or death to any Person or damage to any property caused by any Product, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made. 9.2 Subject (b) Hana agrees and acknowledges that subject to Article 9.3Section 8.1(c): (i) the University’s total liability, whether under the express or implied terms of this Agreement, the UniversityUBC License or the UBC Consent, in tort (including negligence), or at common law, for any loss or damage suffered by Hana or its Affiliates, whether direct, indirect, special, or any other similar or like damage, to the extent that such losses or damage may arise or does arise from any breaches of the UBC License, this Agreement or the UBC Consent, by the University Indemnified Parties, shall be limited to the sum of $[***] CDN; and (ii) INEX’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the LicenseeHana, whether direct, indirect or indirect, special, or any other similar or like damage, to the extent that such losses or damage that may arise or does arise from any breaches of this Agreement the UBC License by the University, its Board of Governors, officers, employees, faculty, students or agentsUniversity Indemnified Parties, shall be limited to the amount CAN. sum of $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)[***] CDN. 9.3 (c) In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of the UBC License, this AgreementAgreement or the UBC Consent. 9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurring.

Indemnity and Limitation of Liability. 9.1 9.1. The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) collectively a “Claim”) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees sublicensees, and sub-sublicensees, or their customers or end-users howsoever the same may arise. A condition of this obligation is that, whenever the University has information from which it may reasonably conclude an incident has occurred which could give rise to a Claim, the University shall promptly give notice to the Licensee of all pertinent data surrounding such incident and, in the event a Claim is made or suit is brought the University shall assist the Licensee and cooperate in the gathering of information with respect to the time, place and circumstances and in obtaining the names and addresses of any injured parties and available witnesses. The University shall not voluntarily make any payment or incur any expense in connection with any such Claim without the prior written consent of the Licensee. The Licensee shall have control over the defence and settlement of any Claim, provided that the Licensee keeps the University informed of all activities in a timely manner. The obligations set forth in this Article 9.1 shall survive the expiration or termination of this Agreement. 9.2 9.2. Subject to Article 9.3, the University’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students or agents, shall be limited to the amount CAN. $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)Initial License Fee paid pursuant to Article 6.1. 9.3 9.3. In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 9.4. No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurringhas occurred.

Indemnity and Limitation of Liability. 9.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees or their customers or end-users howsoever the same may arise. 9.2 Subject to Article 9.3, the University’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students or agents, shall be limited to the amount CAN. $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares). 9.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six (6) months after the Licensee has notice of the cause of action occurring.

Indemnity and Limitation of Liability. 9.1 The Licensee hereby indemnifies, protects, holds harmless and defends the UniversityNeurodyn, its Board of GovernorsDirectors, officers, employees, faculty, students, invitees from and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights by the Licensee under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology Memogain Technology, any Improvements or any University Improvements or Products licensed under this Agreement Agreement, by the Licensee or its sublicensees sublicensees, or their customers or end-users users, howsoever the same may arise. 9.2 Subject to Article section 9.3, the UniversityNeurodyn’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or indirect, special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the UniversityNeurodyn, its Board of GovernorsDirectors, officers, employees, faculty, students or agents, shall be limited to the amount CAN. $2,000, which amount may (at of the University’s option) be satisfied Expense Reimbursement actually received by the University returning and transferring Neurodyn prior to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)date when such breach is ascertained or discovered. 9.3 In no event shall either Neurodyn or the University Licensee be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, Agreement may be brought by the Licensee more than six months after the Licensee has notice become aware or reasonably should have become aware of the negligent act or otherwise which gave rise to the cause of action occurringaction.

Indemnity and Limitation of Liability. 9.1 The 8.1 That the Licensee hereby indemnifies, holds harmless and defends the University, University its Board of Governors, officers, employees, faculty, students, invitees invitees, and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Technology, Improvements or Products licensed under this Agreement by the Licensee or its sublicensees sublicensees, or their customers or end-users howsoever the same may arise, with the exception of any costs and expenses specifically assumed by the University under this Agreement. 9.2 8.2 Subject to Article 9.38.3, the University’s 's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or indirect, special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students students, or agents, agents shall be limited to the amount CAN. $2,000, which amount may (at of the University’s option) be satisfied by initial licence fee paid to the University returning and transferring pursuant to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares)Article 3.5. 9.3 8.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement. 9.4 8.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, Agreement may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurringhas occurred.