By ESI. Subject to the limitations set forth in this Agreement, ESI hereby grants to Asterias, and Asterias hereby accepts, a fully-paid, perpetual (subject to Article 7), non-royalty-bearing, world-wide, non-exclusive, sub-licensable (to the extent permitted in Section 2.4(c)) license in, to, and, under the ESI Patent Rights for all purposes in the Asterias Licensed Field during the Term.
By ESI. ESI represents, warrants and covenants that, as of the Effective Date:
By ESI. ESI shall indemnify and hold harmless NLIC and each person who controls or is associated with NLIC within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NLIC and/or any such person may become subject under any statute or regulation, any FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
