Common use of LIABILITIES AND INDEMNITY Clause in Contracts

LIABILITIES AND INDEMNITY. 9.1 Liabilities Each party shall assume the responsibility for and will pay all costs and expenses (including reasonable attorneys' fees and expenses of litigation) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (b) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or local

LIABILITIES AND INDEMNITY. 9.1 8.1 Liabilities Each party shall assume the responsibility for and will pay all costs and expenses (including reasonable attorneys' fees and expenses of litigation) related to all suits and claims for lossesliability, losses or damage to property, including environmental, and injury or death to any persons, including employees of either, incurred in connection with any claims, suits, actions, demands or judgments arising out of (a) any failure by such party to strictly adhere to safety instructions, precautions and information provided by the other party and and/or other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials employed under or resulting from this Agreement or the Research Agreement; (b) any use by such party of information or materials provided developed under this Agreementthe Research Program or the use, handling, storage or disposal of any Abbo▇▇ ▇▇▇pound(s) or RiboGene Compound(s) resulting from the Research Program, except in reliance on a willful or grossly negligent misrepresentation or act wrongdoing of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. Each party shall, however, provide the party assuming responsibility with assistance and/or information, at the responsible party's reasonable expense, with respect to any charge, claim, investigation or proceeding. EXCEPT AS SET FORTH IN SECTION 9.28.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, SPECIAL INCIDENTAL, OR INDIRECT DAMAGES OF SUCHSUCH OTHER PARTY, HOWEVER CAUSED AND/OR ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. 9.2 8.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or localand

LIABILITIES AND INDEMNITY. 9.1 Liabilities Each party Nothing in this Clause 3 shall assume operate so as to restrict or exclude the responsibility for and will pay all costs and expenses liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each Party shall provide to the other such evidence of their insurance or equivalent indemnity cover maintained pursuant to Clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. [SINGLE SPONSOR]Subject to Clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable attorneys' fees claims, proceedings and expenses of litigation) related to all suits and claims for costs, expenses, losses, damage damages and demands (“Claims”) to propertythe extent they arise or result from the negligent acts or omissions of, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (b) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act wilful misconduct of the other Sponsor, and/or contracted third party; or (c) any noncompliance or breach , in its performance of this Agreement or other willful or negligent act or omission on its part in connection with the performance of activities and/or obligations under this AgreementStudy. EXCEPT AS SET FORTH IN SECTION 9.2[CO-SPONSORS]Subject to Clauses 3.4, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL3.5, SPECIAL3.6, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party 3.7 and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively3.8, the "Indemnified Parties") legal entities that comprise the Sponsor, as specified on page 1 hereof (“Co-Sponsor Institutions”), shall each indemnify the Participating Site and its Agents against any claim made against any or all of reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) in accordance with the Indemnified Parties by any third party, applicable Co-Sponsor institution’s responsibilities as specified in Schedule 2 and to the extent that such claim arises out the Claims arise or result from the respective negligent acts of, or omissions or wilful misconduct of any negligenta Co-Sponsor Institution, reckless and/ or intentionally wrongful act or omission of the Indemnifying Party or any breach contracted third party, in its respective performance of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereofStudy. For the avoidance of doubt, at the Indemnifying Party's expenseCo-Sponsor institutions’ liability is not joint and several. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or local

LIABILITIES AND INDEMNITY. 9.1 Liabilities Nothing in this clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the responsibility other such evidence of their insurance or equivalent indemnity cover maintained pursuant to clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Study. Subject to clauses 3.3, 3.5, 3.6 and 3.8, the Participating Site shall indemnify the Sponsor and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Participating Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party. The indemnity under clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Participating Site carrying out a treatment or procedure that would be routinely undertaken at or for and will pay all that Participating Site as part of National Health Service treatment; or Participating Site preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (including costs and expenses expenses) (including reasonable attorneys' fees and expenses of litigation“Loss”) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (band: All Parties are NHS bodies as defined in Section 9(4) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) AbboNational Health Service ▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage ▇ or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results Section 17 of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at AbboNational Health Service (Scotland) ▇▇'▇ ▇▇▇ense▇ or Section 7 (4) of the NHS (Wales) ▇▇▇ ▇▇▇▇ or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate; or One or more Party is a NHS body and the other Party (ies) is a NHS Foundation Trust; or All Parties are NHS Foundation Trusts; Then clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland and are indemnified by the same Indemnity Scheme (being one of the NHS Litigation Authority clinical negligence or the Welsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any loss can recover such loss under one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other Party (ies). Where the other Party (ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. If: The Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; or All Parties are NHS bodies in Scotland; or The Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom; Then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with clause 15.5 of this Agreement. If one or more Parties are NHS Foundation Trusts and the Party incurring the Loss is not responsible for all or part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall be entitled to any charge, claim, investigation or proceeding by any third party or federal, state or localrecover the Loss from the other Party (ies) pursuant to the provisions of this Agreement.

LIABILITIES AND INDEMNITY. 9.1 Liabilities Nothing in this clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the responsibility other such evidence of their insurance or equivalent indemnity cover maintained pursuant to clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Study. Subject to clauses 3.3, 3.5, 3.6 and 3.8, the Participating Site shall indemnify the Sponsor and its respective Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Participating Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party. The indemnity under clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Participating Site carrying out a treatment or procedure that would be routinely undertaken at or for and will pay all that Participating Site as part of National Health Service treatment; or Participating Site preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (including costs and expenses expenses) (including reasonable attorneys' fees and expenses of litigation“Loss”) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement and: All Parties are NHS bodies as defined in Section 9(4) of the National Health Service Act 2006 or Section 17 of the National Health Service (Scotland) Act 1978 or Section 7 (4) of the NHS (Wales) Act 2006 or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate; or One or more Party is a NHS body and the other Party (ies) is a NHS Foundation Trust; or All Parties are NHS Foundation Trusts; Then clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland and are indemnified by the same Indemnity Scheme (being one of the NHS Litigation Authority clinical negligence or the Research Agreement; (bWelsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any use of information or materials provided loss can recover such loss under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other partyParty (ies). Where the other Party (ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. If: The Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; or (c) any noncompliance All Parties are NHS bodies in Scotland; or breach The Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom; Then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with clause 15.5 of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (If one or more Parties are NHS Foundation Trusts and the "Indemnifying Party") Party incurring the Loss is not responsible for all or part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall defend be entitled to recover the Loss from the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns Party (collectively, the "Indemnified Parties"ies) against any claim made against any or all of the Indemnified Parties by any third party, pursuant to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach provisions of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expenseAgreement. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or local

LIABILITIES AND INDEMNITY. 9.1 Liabilities Nothing in this Clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not covered by an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is covered by an NHS Indemnity Scheme, it shall maintain its cover therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the responsibility other such evidence of their insurance or equivalent indemnity cover maintained pursuant to Clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of, or otherwise covered by, one of the NHS Indemnity Schemes. Subject to Clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Trial Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Study. Subject to Clauses 3.3, 3.5, 3.6 and 3.8, the Trial Site shall indemnify the Sponsor and its respective Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Trial Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under Clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under Clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party, or its Agent(s). The indemnity under Clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Trial Site, or its Agent(s), carrying out a treatment or procedure that would be routinely undertaken at or for and will pay all that Trial Site as part of National Health Service treatment; or Trial Site, or its Agent(s), preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance: with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (including costs and expenses expenses) (including reasonable attorneys' fees and expenses of litigation“Loss”) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement and: all Parties are NHS bodies as defined in Section 9(4) of the National Health Service Act 2006 or Section 17 of the National Health Service (Scotland) Act 1978 or Section 7 (4) of the NHS (Wales) Act 2006 or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate, or are otherwise bodies covered by an NHS Indemnity Scheme; or one or more Party is a NHS body or otherwise covered by an NHS Indemnity Scheme and the other Party(ies) is a NHS Foundation Trust; or all Parties are NHS Foundation Trusts; then Clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland or non NHS bodies and are indemnified by the same Indemnity Scheme (being one of the NHS Resolution clinical negligence schemes or the Research AgreementWelsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any loss can recover such loss under one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other Party(ies). Where the other Party(ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. If: the Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; (b) any use or all Parties are covered by the same Indemnity Scheme in Scotland; or the Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom, or are bodies otherwise covered by different NHS Indemnity Schemes; then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with Clause 15.5 of information or materials provided under this Agreement, except in reliance on a willful . If one or grossly negligent misrepresentation more Parties are NHS Foundation Trusts and the Party incurring the Loss is not responsible for all or act part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall be entitled to recover the Loss from the other party; Party(ies) pursuant to the provisions of this Agreement. Subject to Clauses 3.1 and 3.7 the liability of the Trial Site to the Sponsor and the liability of the Sponsor to the Trial Site arising out of or (c) in connection with any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying either Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense performance of the Study shall not exceed the greater of the amount of fees payable by the Sponsor to the Trial Site under this Agreement, or settlement thereofone hundred thousand (£100,000 GBP) pounds. For the avoidance of doubt, at this cap applies also but not exclusively to the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnifyindemnities offered under Clauses 3.3 and 3.4. Notwithstanding Clause 3.13, defend and hold harmless RiboGenein the case of equipment loaned by or on behalf of the Sponsor to the Trial Site for the purposes of the Study, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), the Trial Site’s liability for damage to property, including environmental, or loss of that equipment arising from its negligence shall exclude fair wear and death or injury to any persons, including its employees, incurred by or imposed upon any or all tear and shall not exceed the replacement value of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or localequipment.

LIABILITIES AND INDEMNITY. 9.1 Liabilities Each party shall assume the responsibility for and will pay all costs and expenses (including reasonable attorneys' fees and expenses of litigation) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (b) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach of this Agreement by the Indemnifying Party. 21.1 The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott Owner shall indemnify, defend and hold the Manager harmless RiboGeneagainst all claims, its officerslosses and damages and/or liabilities, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees all costs and expenses of litigation)incidental thereto, damage to property, including environmental, and death brought against or injury to any persons, including its employees, suffered or incurred by the Manager, arising from or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of of: (a) Abbo▇▇'▇ ▇▇▇ the Manager’s performance of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or this Agreement; (b) any theory breach of product liability this Agreement or negligence by the Manager; (including, but not limited to, actions c) any injury or death by or to any person if it: occurs in the form of tortUnit; arises from the A la Carte Services, warrantyManaged Rental Scheme Services, or strict liabilityuse of any other services in the Unit; arises from the overflow or leakage of water from the Unit; or relates to any security measures within or about the Unit; (d) concerning any product, process or service discovered or developed employing results actions of the Research Program. RiboGene shallGuests; save to the extent that those claims, howeverdamages, provide Abbott losses or liabilities arise out of the Manager’s gross negligence or wilful misconduct. 21.2 Notwithstanding any other provision of this Agreement the Manager shall not be liable to the Owner for: (a) any act or omission by the Owner, its agents or invitees, or the Guests; (b) any breach of any law or regulation by any Guest, Owner, occupier, visitor, invitee or licensee or any independent contractor in or about the Unit; (c) any failure to perform any of the Manager's obligations under this Agreement to the extent that such failure is due to the acts or omissions of the Owner, its agents or invitees or because of a Force Majeure Event; (d) any alleged errors of judgment made in good faith in connection with assistance and/or informationthe operation of the Managed Rental Scheme or the provision of the Managed Rental Scheme Services or the performance by the Manager of its obligations under this Agreement; nor (e) any loss of profit whatsoever (whether in contract, at Abbo▇▇'▇ ▇▇▇ense, with respect to negligence or otherwise). 21.3 The Owner shall not raise any chargeobjection, claim, investigation or proceeding by demand concerning the performance (or non-performance) of the Unit in the Managed Rental Scheme or any returns due to the Owner as a result of this Agreement. The Owner agrees to hold the Manager harmless from any losses (financial, proprietary, or otherwise) that the Owner may suffer or incur, arising from or relating in any way to this Agreement. The Owner acknowledges that the Manager will not be liable for any loss or damage the Owner may experience if: (a) the Manager grants an extension of time for payments due from Guests or provides any other indulgence to a Guest; (b) a Guest or any third party or federal, state or localcauses damage to the Unit; or (c) a Guest fails to pay any of their outstanding dues. 21.4 This clause shall survive the expiration and/or termination of this Agreement.

LIABILITIES AND INDEMNITY. 9.1 Liabilities Nothing in this clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the responsibility other such evidence of their insurance or equivalent indemnity cover maintained pursuant to clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Study. Subject to clauses 3.3, 3.5, 3.6 and 3.8, the Participating Site shall indemnify the Sponsor and its respective Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Participating Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party. The indemnity under clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Participating Site carrying out a treatment or procedure that would be routinely undertaken at or for and will pay all that Participating Site as part of National Health Service treatment; or Participating Site preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (including costs and expenses expenses) (including reasonable attorneys' fees and expenses of litigation“Loss”) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (band: All Parties are NHS bodies as defined in Section 9(4) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) AbboNational Health Service ▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage ▇ or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results Section 17 of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at AbboNational Health Service (Scotland) ▇▇'▇ ▇▇▇ense▇ or Section 7 (4) of the NHS (Wales) ▇▇▇ ▇▇▇▇ or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate; or One or more Party is a NHS body and the other Party (ies) is a NHS Foundation Trust; or All Parties are NHS Foundation Trusts; Then clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland and are indemnified by the same Indemnity Scheme (being one of the NHS Litigation Authority clinical negligence or the Welsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any loss can recover such loss under one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other Party (ies). Where the other Party (ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. If: The Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; or All Parties are NHS bodies in Scotland; or The Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom; Then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with clause 15.5 of this Agreement. If one or more Parties are NHS Foundation Trusts and the Party incurring the Loss is not responsible for all or part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall be entitled to any charge, claim, investigation or proceeding by any third party or federal, state or localrecover the Loss from the other Party (ies) pursuant to the provisions of this Agreement.

LIABILITIES AND INDEMNITY. 9.1 Liabilities Nothing in this clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the responsibility other such evidence of their insurance or equivalent indemnity cover maintained pursuant to clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Study. Subject to clauses 3.3, 3.5, 3.6 and 3.8, the Participating Site shall indemnify the Sponsor and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Participating Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party. The indemnity under clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Participating Site carrying out a treatment or procedure that would be routinely undertaken at or for and will pay all that Participating Site as part of National Health Service treatment; or Participating Site preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (including costs and expenses expenses) (including reasonable attorneys' fees and expenses of litigation“Loss”) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement and: All Parties are NHS bodies as defined in Section 9(4) of the National Health Service Act 2006 or Section 17 of the National Health Service (Scotland) Act 1978 or Section 7 (4) of the NHS (Wales) Act 2006 or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate; or One or more Party is a NHS body and the other Party (ies) is a NHS Foundation Trust; or All Parties are NHS Foundation Trusts; Then clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland and are indemnified by the same Indemnity Scheme (being one of the NHS Litigation Authority clinical negligence or the Research AgreementWelsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any loss can recover such loss under one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other Party (ies). Where the other Party (ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. If: The Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; (b) any use or All Parties are NHS bodies in Scotland; or The Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom; Then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with clause 15.5 of information or materials provided under this Agreement, except in reliance on a willful . If one or grossly negligent misrepresentation more Parties are NHS Foundation Trusts and the Party incurring the Loss is not responsible for all or act part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall be entitled to recover the Loss from the other party; Party (ies) pursuant to the provisions of this Agreement. Subject to clause 3.1 and 3.7 the liability of the Participating Site to the Sponsor and the liability of the Sponsor to the Participating Site arising out of or (c) in connection with any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying either Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense performance of the Study should be the greater of the amount of fees payable by the Sponsor to the Participating Site under this Agreement or settlement thereofone hundred thousand (£100,000 GBP) pounds. For the avoidance of doubt, at this cap applies also but not exclusively to the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnifyindemnities offered under clauses 3.3 and 3.4. Notwithstanding clause 3.13, defend and hold harmless RiboGenein the case of equipment loaned by or on behalf of the Sponsor to the Participating Site for the purposes of the Study, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), the Participating Site’s liability for damage to property, including environmental, or loss of that equipment arising from its negligence shall exclude fair wear and death or injury to any persons, including its employees, incurred by or imposed upon any or all tear and shall not exceed the replacement value of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or localequipment.

LIABILITIES AND INDEMNITY. 9.1 Liabilities Each party Nothing in this Clause 3 shall assume operate so as to restrict or exclude the responsibility for and will pay all costs and expenses liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not covered by an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is covered by an NHS Indemnity Scheme, it shall maintain its cover therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each Party shall provide to the other such evidence of their insurance or equivalent indemnity cover maintained pursuant to Clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of, or otherwise covered by, one of the NHS Indemnity Schemes. [SINGLE SPONSOR]Subject to Clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Trial Site and its Agents, against any reasonable attorneys' fees claims, proceedings and expenses of litigation) related to all suits and claims for costs, expenses, losses, damage damages and demands (“Claims”) to propertythe extent they arise or result from the negligent acts or omissions of, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (b) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act wilful misconduct of the other Sponsor, and/or contracted third party; or (c) any noncompliance or breach , in its performance of this Agreement or other willful or negligent act or omission on its part in connection with the performance of activities and/or obligations under this AgreementStudy. EXCEPT AS SET FORTH IN SECTION 9.2[CO-SPONSORS]Subject to Clauses 3.4, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL3.5, SPECIAL3.6, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party 3.7 and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively3.8, the "Indemnified Parties") legal entities that comprise the Sponsor, as specified on page 1 hereof (“Co-Sponsor Institutions”), shall each indemnify the Trial Site and its Agents against any claim made against any or all of reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) in accordance with the Indemnified Parties by any third party, applicable Co-Sponsor institution’s responsibilities as specified in Schedule 2 and to the extent that such claim arises out the Claims arise or result from the respective negligent acts of, or omissions or wilful misconduct of any negligenta Co-Sponsor Institution, reckless and/ or intentionally wrongful act or omission of the Indemnifying Party or any breach contracted third party, in its respective performance of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereofStudy. For the avoidance of doubt, at the Indemnifying Party's expenseCo-Sponsor institutions’ liability is not joint and several. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or local

LIABILITIES AND INDEMNITY. 9.1 Liabilities Each party Licensee shall assume the responsibility for indemnify and will pay all costs hold NIW, its directors, officers, employees, agents and expenses (insurers harmless from any allegations, claims, liabilities, damages, or expenses, including reasonable attorneys' fees and expenses of litigation) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either’ fees, arising out of (aA) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (b) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against Licensee; (B) any or all of the Indemnified Parties by a court of competent jurisdiction injury that arises as a result of such claimsthe gross negligence or willful misconduct of Licensee, but no indemnification shall necessarily be provided for such claim if Licensee’s employees, associates or partners; (C) failure of Licensee, Licensee’s employees, associates or partners to comply in any material respect with applicable laws or regulations; (D) any breach of a representation or warranty concerning the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing Program, insurance products, or other aspects of the claimrights granted Licensee under this Agreement; and/or (E) any injury suffered by Licensee or one of Licensee’s clients due to Licensee’s application, give the Indemnifying Party the exclusive control outside of NIW’s guidelines or an Insurance Company’s guidelines, of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnify, defend Program. NIW hereby agrees to indemnify and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees Licensee from all losses and expenses resulting from any act of litigation), damage to property, including environmental, and death negligence or injury to willful misconduct by NIW or any persons, including of its employees, incurred officers or agents. Notwithstanding the foregoing to the contrary, all Benefits and Benefits Materials ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ACCURACY OR PERFORMANCE. Licensee may terminate this Agreement upon 30 day prior written notice to NIW, after a minimum term of one year. NIW may terminate this Agreement immediately upon notice to Licensee upon Licensee’s failure to abide by or imposed upon any or all of the above Requirements set forth in connection with any claimsthis Agreement. In all other instances, suits, actions, demands or judgments arising out of either party may terminate this Agreement by giving written notice to the other party at least thirty (a30) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect days prior to any charge, claim, investigation or proceeding by any third party or federal, state or localsuch termination date.

LIABILITIES AND INDEMNITY. 9.1 Liabilities 3.1. Nothing in this clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. 3.2. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the responsibility other such evidence of their insurance or equivalent indemnity cover maintained pursuant to clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. 3.3. Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Study. 3.4. Subject to clauses 3.3, 3.5, 3.6 and 3.8, the Participating Site shall indemnify the Sponsor and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Participating Site, or its Agents, in its performance of this Agreement or in connection with the Study. 3.5. An indemnity under clauses 3.3 or 3.4 shall only apply if the indemnified Party: 3.5.1. informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; 3.5.2. upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and 3.5.3. makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. 3.6. Any indemnity under clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party. 3.7. The indemnity under clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: 3.7.1. Participating Site carrying out a treatment or procedure that would be routinely undertaken at or for and will pay all that Participating Site as part of National Health Service treatment; or 3.7.2. Participating Site preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance 3.7.2.1. with the Protocol; or 3.7.2.2. with written instructions of the manufacturer; or 3.7.2.3. (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. 3.8. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. 3.9. If a Party incurs any loss or damage (including costs and expenses expenses) (including reasonable attorneys' fees and expenses of litigation“Loss”) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement and: 3.9.1. All Parties are NHS bodies as defined in Section 9(4) of the National Health Service ▇▇▇ ▇▇▇▇ or Section 17 of the National Health Service (Scotland) ▇▇▇ ▇▇▇▇ or Section 7 (4) of the NHS (Wales) ▇▇▇ ▇▇▇▇ or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate; or 3.9.2. One or more Party is a NHS body and the other Party (ies) is a NHS Foundation Trust; or 3.9.3. All Parties are NHS Foundation Trusts; Then clauses 3.10, 3.11 and 3.12 shall apply. 3.10. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland and are indemnified by the same Indemnity Scheme (being one of the NHS Litigation Authority clinical negligence or the Research AgreementWelsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any loss can recover such loss under one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other Party (ies). Where the other Party (ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. 3.11. If: 3.11.1. The Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; (b) any use or 3.11.2. All Parties are NHS bodies in Scotland; or 3.11.3. The Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom; Then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with clause 15.5 of information or materials provided under this Agreement, except in reliance on a willful . 3.12. If one or grossly negligent misrepresentation more Parties are NHS Foundation Trusts and the Party incurring the Loss is not responsible for all or act part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall be entitled to recover the Loss from the other party; Party (ies) pursuant to the provisions of this Agreement. 3.13. Subject to clause 3.1 and 3.7 the liability of the Participating Site to the Sponsor and the liability of the Sponsor to the Participating Site arising out of or (c) in connection with any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of either Party in connection with the Indemnifying Party or any breach performance of the Study should be the greater of the amount of fees payable by the Sponsor to the Participating Site under this Agreement or one hundred thousand (£100,000 GBP) pounds. For the avoidance of doubt, this cap applies also but not exclusively to the indemnities offered under clauses 3.3 and 3.4. 3.14. Notwithstanding clause 3.13, in the case of equipment loaned by or on behalf of the Indemnifying PartySponsor to the Participating Site for the purposes of the Study, the Participating Site’s liability for damage to or loss of that equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the replacement value of the equipment. 3.15. The Indemnifying Party shall either settle such claim Sponsor agrees that in respect of any personal injury or pay all damages awarded against death of any or all of the Indemnified Parties by a court of competent jurisdiction Participant as a result of participation in the Study, it will provide no-fault compensation and will be insured to pay out on any such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or local

LIABILITIES AND INDEMNITY. 9.1 Liabilities Nothing in this clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the responsibility other such evidence of their insurance or equivalent indemnity cover maintained pursuant to clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. [SINGLE SPONSOR] Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Study. [CO-SPONSORS] Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the legal entities that comprise the Sponsor, as specified on page 1 hereof (“Co-Sponsor institutions”), shall each indemnify the Participating Site and its Agents against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) in accordance with the applicable Co-Sponsor institution’s responsibilities as specified in Schedule 2 and to the extent that the Claims arise or result from the respective negligent acts of, or omissions or wilful misconduct of a Co-Sponsor Institution, and/ or contracted third party, in its respective performance of this Agreement or in connection with the Study. For the avoidance of doubt, the Co-Sponsor institutions’ liability is not joint and several. [JOINT-SPONSORS] Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8 , the legal entities that comprise the Sponsor, as specified on page 1 hereof (“Joint Sponsor institutions”), shall each indemnify the Participating Site and its Agents against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result the negligent acts or omissions of, or the wilful misconduct of either Joint Sponsor institution (which includes a Joint Sponsor institution’s respective contracted third party) in its performance of this Agreement or in connection with the Study. For the avoidance of doubt, the Joint Sponsor institutions’ liability is joint and several. Subject to clauses 3.3, 3.5, 3.6 and 3.8, the Participating Site shall indemnify the Sponsor/each of the Co-Sponsors/each of the Joint-Sponsors and its/their respective Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Participating Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party. The indemnity under clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Participating Site carrying out a treatment or procedure that would be routinely undertaken at or for and will pay all that Participating Site as part of National Health Service treatment; or Participating Site preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (including costs and expenses expenses) (including reasonable attorneys' fees and expenses of litigation“Loss”) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement and: All Parties are NHS bodies as defined in Section 9(4) of the National Health Service Act 2006 or Section 17 of the National Health Service (Scotland) Act 1978 or Section 7 (4) of the NHS (Wales) Act 2006 or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate; or One or more Party is a NHS body and the other Party (ies) is a NHS Foundation Trust; or All Parties are NHS Foundation Trusts; Then clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland and are indemnified by the same Indemnity Scheme (being one of the NHS Litigation Authority clinical negligence or the Research Agreement; (bWelsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any use of information or materials provided loss can recover such loss under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other partyParty (ies). Where the other Party (ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. If: The Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; or (c) any noncompliance All Parties are NHS bodies in Scotland; or breach The Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom; Then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with clause 15.5 of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH 9.2 Indemnification Each party (If one or more Parties are NHS Foundation Trusts and the "Indemnifying Party") Party incurring the Loss is not responsible for all or part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall defend be entitled to recover the Loss from the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns Party (collectively, the "Indemnified Parties"ies) against any claim made against any or all of the Indemnified Parties by any third party, pursuant to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach provisions of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expenseAgreement. 9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns, against any liability, loss or expense (including reasonable attorneys' fees and expenses of litigation), damage to property, including environmental, and death or injury to any persons, including its employees, incurred by or imposed upon any or all of the above in connection with any claims, suits, actions, demands or judgments arising out of (a) Abbo▇▇'▇ ▇▇▇ of information provided by RiboGene hereunder, or Abbo▇▇'▇ ▇▇▇, handling, storage or disposal of any Abbott or RiboGene Compound(s) or Product(s), except in either case, as results from RiboGene's negligence or intentional misrepresentation or wrongdoing; and/or (b) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service discovered or developed employing results of the Research Program. RiboGene shall, however, provide Abbott with assistance and/or information, at Abbo▇▇'▇ ▇▇▇ense, with respect to any charge, claim, investigation or proceeding by any third party or federal, state or local