Common use of By Licensor Clause in Contracts

By Licensor. Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

By Licensor. Licensor will indemnify and hold harmless Licensee Licensee, and its and respective members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing foregoing, any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) 9.1 will exclude claims based on information known by Lifford BMI (or its Affiliates, including Bloomfield) as of the Funding Date Date, whether or not such information formed the basis of the issues raised by Bloomfield BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of or proof in establishing the validity and amount of the claim, claims and Licensor will have the burden of or proof in establishing any defense to such claim, including but not limited to, to a defense asserted by Licensor that Lifford BMI (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

By Licensor. Licensor will shall defend, indemnify and hold harmless the Licensee and its and members, managers, directors, officers, shareholders, employees, agents, the representatives and affiliates (collectively, the "of Licensee Indemnified Parties"), on an After Tax Basis, from and against any and all claimsLosses asserted against, lossesincurred, damages sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Crowdfunding Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (including loss each an “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising one (1) year after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Crowdfunding Platform or any Licensor Intellectual Property made by or on behalf of profits and consequential damages awarded to unrelated third parties, if anyLicensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but excluding loss of profits and consequential damages otherwise suffered by only to the Licensee Indemnified Parties), expenses, judgements, costs and liabilities extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (including reasonable attorneys' fees and costsiii) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (Licensee’s or its Affiliates, including Bloomfield) as ’ or sublicensees’ use of the Funding Date whether Crowdfunding Platform or any Licensor Intellectual Property in a manner not such information formed the basis of the issues raised reasonably contemplated by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior Licensor, but only to the Walk Away Notice extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (as defined in the Operating Agreementiv) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (Licensee’s or its Affiliates) had knowledge ’ or sublicensees’ use of the requisite factsCrowdfunding Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Crowdfunding Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. Notwithstanding If the foregoingCrowdfunding Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation may (at its option), do one of the law as following to mitigate the Losses relating to the content Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of any Company Programthe Crowdfunding Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Crowdfunding Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Crowdfunding Platform or the Licensor Intellectual Property.

By Licensor. During the Term, Licensor will shall indemnify and hold Licensee harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claimsany fine, lossespenalty, damages (including loss of profits loss, liability and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities expense (including reasonable attorneys' fees and court costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach as a result of any obligationclaim, representation demand or warranty contained in this Agreement. Notwithstanding the foregoing action ("Infringement Claim") against Licensee based on, related to or arising out of any claims for indemnification claim that any Licensee Indemnified Parties may Licensed Technology infringes or misappropriates any patent or other intellectual property right of a third party; provided, however, that Licensor shall have no liability pursuant to this Section 7.2(a11.1 or otherwise for any Infringement Claim to the extent such Infringement Claim is proximately caused by (a) will exclude claims based on information known by Lifford (the misuse or its Affiliates, including Bloomfield) as unapproved modification of the Funding Date whether Licensed Technology by Licensee, (b) the failure by Licensee to use corrections updates, fixes, work-arounds or not such information formed new releases provided by Licensor, (c) the basis modification or Improvement or Enhancement of any of the issues raised Licensed Technology by Bloomfield during Due Diligence any person other than Licensor, or someone specifically approved by Licensor, (as defined d) the use of the Licensed Technology in combination with software programs, data, hardware or equipment not provided or approved by Licensor, or (e) any modification, Improvement or Enhancement requested by Licensee in order to meet the Operating Agreement) and whether Functional Requirements set forth on Exhibit C or not asserted prior otherwise or any Licensed Technology relating to the Walk Away Notice (as defined in the Operating Agreement) or thereafterFOURS. In the event of an Infringement Claim for which Licensor is responsible, or if in Licensor's reasonable judgment an Infringement Claim for which Licensor is responsible is likely to be made, Licensor may, at its option and expense, or if a dispute regarding nonappealable final judgment against Licensee with respect to an Infringement Claim is entered, or in connection with an Infringement Claim, a claim temporary restraining order or injunction is issued against Licensee's use of any Licensed Technology, Licensor shall, at its expense, either (i) procure the right for indemnificationLicensee to continue using the Licensed Technology in accordance with this Agreement or (ii) replace or modify the Licensed Technology in a functionally equivalent manner so that such Licensed Technology becomes noninfringing. In the event that the above remedies are not available within ninety (90) days of the date any judgment described in the foregoing sentence becomes final and nonappealable or of the date of the issuance of any temporary restraining order or injunction described in the foregoing sentence, the Licensee Indemnified Party will shall have the burden option to terminate this Agreement upon thirty (30) days' notice to Licensor without waiver of proof any additional remedies available at law or in establishing the validity equity in respect of any breach of Licensor's representations and amount warranties in Section 8 of this Agreement and without any obligation to make additional payments to Licensor hereunder provided that Licensee shall thereupon cease use of any of the claim, and Licensor will have the burden of proof licensed Technology in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged accordance with violation of the law as to the content of any Company ProgramSection 7.

By Licensor. The Licensor hereby represents, warrants and covenants to the Licensee that: (a) except as may otherwise be expressly notified to the Licensee in writing, the Licensor has and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, be to the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as best of the Funding Date whether or not such information formed the basis knowledge and belief of the issues raised by Bloomfield during Due Diligence Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as defined Licensor has expressly informed Licensee in the Operating Agreement) and whether or not asserted writing prior to the Walk Away Notice (as defined date of this Agreement, has not granted to any Third Party any license or other interest in the Operating AgreementLicensed Technology; (b) is not aware of any Third Party patent, patent application or thereafter. In other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the event Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a dispute regarding a claim for indemnification, the Licensee Indemnified Third Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company ProgramLicensed Technology.

By Licensor. Licensor will shall defend, indemnify and hold harmless the Licensee and the Representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”’); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non- infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. Licensor shall indemnify, save and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basistheir respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, lossesdemands, damages and expenses (including loss whether or not arising out of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Partiesthird-party claims), expenses, judgements, costs and liabilities (including reasonable attorneys' ’ fees and costsall amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (1) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's any breach of any obligation, representation or warranty contained or the inaccuracy of any representation made by the Licensor in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have or pursuant to this Section 7.2(aAgreement, (2) will exclude claims based on information known any breach of any covenant or agreement made by Lifford the Licensor in or pursuant to this Agreement, or (or its Affiliates, including Bloomfield3) as operation of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company ProgramPlatform.

By Licensor. Licensor will shall defend, indemnify and hold harmless the Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Representatives of Licensee Indemnified Parties"), on an After Tax Basis, from and against any and all claimsLosses asserted against, lossesincurred, damages sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (including loss each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of profits and consequential damages awarded to unrelated third parties, if anyLicensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but excluding loss of profits and consequential damages otherwise suffered by only to the Licensee Indemnified Parties), expenses, judgements, costs and liabilities extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (including reasonable attorneys' fees and costsiii) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (Licensee’s or its Affiliates, including Bloomfield) as ’ or sublicensees’ use of the Funding Date whether Platform or any Licensor Intellectual Property in a manner not such information formed the basis of the issues raised reasonably contemplated by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior Licensor, but only to the Walk Away Notice extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (as defined in the Operating Agreementiv) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (Licensee’s or its Affiliates) had knowledge ’ or sublicensees’ use of the requisite factsPlatform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. Notwithstanding If the foregoingPlatform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation may (at its option), do one of the law as following to mitigate the Losses relating to the content Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any Company Programthird party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase Agreement.

By Licensor. Licensor will agrees to defend, indemnify and hold harmless Licensee and its and members, managersofficers, directors, officers, shareholders, employees, agentsaffiliates and representatives from, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from in respect of and against any and all claims, costs, losses, damages (including loss of profits and consequential damages awarded to unrelated third partiesliabilities, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities expenses (including reasonable attorneys' ’ fees and costsdisbursements), judgments, damages, demands, lawsuits or similar actions or proceedings (each, a “Claim”) to the extent arising out of a third-party claim based on (collectively, "Losses"i) incurred by the Licensee Indemnified Parties arising from Licensor's breach or alleged breach of any obligationrepresentation, representation warranty or covenant of Licensor hereunder or (ii) Licensor’s direct contribution to or participation in the promotion or advertising of the Covered Products, other than any Claim (including any Claim for product liability) based primarily on a breach of any representation, warranty contained or covenant of Licensee or relating to any Claim described in this AgreementSection 11.2 (each, a “Licensee Claim”). Notwithstanding the foregoing any claims for indemnification that Licensee agrees to notify Licensor in writing within a reasonable time after it receives notice of any Licensee Indemnified Parties Claim and Licensor shall promptly assume Licensee’s defense thereof with counsel acceptable to Licensee in Licensee’s reasonable discretion. At Licensor’s expense, and as Licensor may have pursuant reasonably request, Licensee shall cooperate in the defense or settlement of any Licensee Claim. Failure by Licensee to strictly fulfill the obligations set forth in the two immediately preceding sentences of this Section 7.2(a10.1 shall not relieve Licensor of its obligations hereunder except to the extent (and only to the extent) will exclude claims based on information known that Licensor is prejudiced by Lifford (or its Affiliates, including Bloomfield) as of such failure. Licensee shall have the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined right to participate in the Operating Agreement) defense of any Licensee Claim with separate counsel of its choosing and whether at Licensee’s expense. Licensor shall not settle or compromise any Licensee Claim without receiving Licensee’s prior written consent, which shall not asserted prior be unreasonably withheld; provided that it shall be deemed reasonable for Licensee to the Walk Away Notice (as defined in the Operating Agreement) withhold its consent to any settlement or thereafter. In the event of a dispute regarding a claim for indemnification, the compromise that would impose any financial liability upon Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but that is not limited to, a defense asserted fully discharged by Licensor that Lifford (in connection with such settlement or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Programcompromise.

By Licensor. Licensor will ball defend, indemnify and hold harmless the Licensee and its and members, managers, directors, officers, shareholders, employees, agents, the representatives and affiliates (collectively, the "of Licensee Indemnified Parties"), on an After Tax Basis, from and against any and _all claimsLosses asserted against, lossesincurred, damages sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Crowdfunding Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or rrusappropnates the Intellectual Property of any third party existing as of the License Effective Date (including loss each an “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising one (I) year after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Crowdfunding Platform or any Licensor Intellectual Property made by or on behalf of profits and consequential damages awarded to unrelated third parties, if anyLicensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but excluding loss of profits and consequential damages otherwise suffered by only to the Licensee Indemnified Parties), expenses, judgements, costs and liabilities extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (including reasonable attorneys' fees and costsiii) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (Licensee’s or its Affiliates, including Bloomfield) as ’ or sublicensees’ use of the Funding Date whether Crowdfunding Platform or any Licensor Intellectual Property in a manner not such information formed the basis of the issues raised reasonably contemplated by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior Licensor, but only to the Walk Away Notice extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (as defined in the Operating Agreementiv) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (Licensee’s or its Affiliates) had knowledge ’ or sublicensees’ use of the requisite factsCrowdfunding Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Crowdfunding Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. Notwithstanding If the foregoingCrowdfunding Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation may (at its option), do one of the law as following to mitigate the Losses relating to the content Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of any Company Programthe Crowdfunding Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Crowdfunding Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Crowdfunding Platform or the Licensor Intellectual Property.

By Licensor. Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, defend or settle any suit or proceeding brought against Customer by a third party based upon a claim that the "Licensee Indemnified Parties"), on Software constitutes an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach infringement of any obligationexisting and valid copyright, representation trademark or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined trade secret in the Operating AgreementUnited States of such third party (any such suit or proceeding, a “Claim”); provided that Customer (i) promptly notifies Licensor in writing of such claim (ii) promptly gives Licensor the right to control and whether or not asserted prior to direct the Walk Away Notice investigation, preparation, defense and settlement of such Claim with counsel of Licensor’s own choosing (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party provided that Customer will have the burden right to reasonably participate, at its own expense, in the defense or settlement of proof any such Claim); and (iii) gives assistance and full cooperation for the defense of same. Subject to Customer’s compliance with the foregoing requirements, Licensor will pay all damages and costs awarded by a court of competent jurisdiction against Customer in establishing such Claim or amounts payable pursuant to a settlement agreed to by Licensor, but will not be responsible for any cost, expense or compromise incurred or made by Customer without Licensor’s prior written consent or for any lost profits or other damage or loss suffered by Customer. If any Licensor Technology is in the validity and amount opinion of Licensor likely to or does become the subject of a claim of infringement, Licensor may, at its sole option, procure for Customer the right to continue using the Licensor Technology, modify the affected materials to become non-infringing, or replace it with non-infringing Licensor Technology. If Licensor is not reasonably able to so modify or replace the Licensor Technology or otherwise secure for Customer the right to continue using the Licensor Technology, Licensor may terminate this Agreement and, upon return to it of all copies of the claimSoftware and Documentation licensed hereunder, and Licensor will have refund to Customer to refund the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge licensing fees paid less the portion of the requisite factslicense fees attributable to the period over which Customer actually used the Software, assuming full amortization of the Software over a period of three years. Notwithstanding the foregoing, Licensor the foregoing defense and indemnity obligations will not be obligated apply to provide indemnification where there is any admission Claim based upon or arising from (w) use of guilt by any Licensee Indemnified Party charged the Software in a manner for which it was not designed, not in accordance with applicable Documentation, or in violation of the law as terms and conditions of this Agreement, (x) any modification of the Software by any party other than Licensor, (y) any use of the Software in combination with hardware or software not provided or authorized by Licensor, or (z) use of the Software, when use of a subsequent software release which Licensor has made commercially available would have avoided such infringement. This Section 8(a) represents the sole and exclusive remedy of Customer and the entire liability and obligation of Licensor with respect to the content infringement or claims of infringement of any Company Programintellectual property right.

By Licensor. Licensor will agrees to indemnify and hold harmless Licensee and Authorized User, its and members, managersofficers, directors, officers, shareholders, employees, agents, representatives attorneys, successors and affiliates assigns (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and “Authorized User Indemnitees”) against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence Claim (as defined in above) brought or threatened against Authorized User by reason of or resulting from the Operating Agreement) and whether infringement of any United States patent or not asserted prior United States copyright of a third party caused solely by Authorized User’s authorized use of the unmodified version of the Licensed Property delivered to the Walk Away Notice (as defined in the Operating Agreement) or thereafterAuthorized User by Licensor. In the event Authorized User has any knowledge of a dispute regarding a claim any Claim brought or threatened against Authorized User for indemnificationwhich Licensor has an indemnification obligation hereunder, Authorized User shall promptly notify Licensor. Licensor agrees to assume the Licensee Indemnified Party will have the burden defense of proof in establishing the validity and amount such Claim with counsel of the claimLicensor’s choice, and indemnify and hold harmless the Authorized User Indemnitees from and against any and all damages, costs (including reasonable professional and/or attorneys’ fees), claims, demands, losses, liabilities, fines, penalties and expenses of any kind or nature whatsoever incurred by Authorized User resulting directly or indirectly from any such Claim. Notwithstanding anything to the contrary contained herein, Licensor will have the burden of proof in establishing shall be under no obligation to replace or modify any defense infringing (or allegedly infringing) Licensed Property. If any Claim is brought or threatened that gives rise to such claim, including but not limited to, a defense asserted an indemnity obligation by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding in accordance with the foregoing, Licensor will not be obligated shall, however, provide to provide indemnification where there is Authorized User at no additional charge and with no representations or warranties whatsoever, any admission of guilt modification or “workaround” owned by Licensor that Licensor intends to use for its own purposes to replace any Licensee Indemnified Party charged with violation such infringing or allegedly infringing portion of the law as Licensed Property, if and only if such modification or “workaround” is in the possession of Licensor and can be transferred to Authorized User at no cost to Licensor; provided that, except for the content indemnity obligation set forth above, nothing contained herein imposes any obligation on Licensor to actually develop, create, commission or deliver any software, modules, modifications, adaptations, or “workarounds” or to undertake any actions whatsoever to actually modify or replace any infringing or allegedly infringing portion of the Licensed Property, either for Licensor’s own account or for the benefit of Authorized User. Authorized User shall cease any and all use of any Company Programinfringing (or allegedly infringing) Licensed Property upon Licensor’s written request.

By Licensor. Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, defend or settle any suit or proceeding brought against Customer by a third party based upon a claim that the "Licensee Indemnified Parties"), on Software constitutes an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach infringement of any obligationexisting and valid copyright, representation trademark or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined trade secret in the Operating AgreementUnited States of such third party (any such suit or proceeding, a “Claim”); provided that Customer (i) promptly notifies Licensor in writing of such claim (ii) promptly gives Licensor the right to control and whether or not asserted prior to direct the Walk Away Notice investigation, preparation, defense and settlement of such Claim with counsel of Licensor’s own choosing (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party provided that Customer will have the burden right to reasonably participate, at its own expense, in the defense or settlement of proof any such Claim); and (iii) gives assistance and full cooperation for the defense of same. Subject to Customer’s compliance with the foregoing requirements, Licensor will pay all damages and costs awarded by a court of competent jurisdiction against Customer in establishing such Claim or amounts payable pursuant to a settlement agreed to by Licensor, but will not be responsible for any cost, expense or compromise incurred or made by Customer without Licensor’s prior written consent or for any lost profits or other damage or loss suffered by Customer. If any Licensor Technology is in the validity and amount opinion of Licensor likely to or does become the subject of a claim of infringement, Licensor may, at its sole option, procure for Customer the right to continue using the Licensor Technology, modify the affected materials to become non-infringing, or replace it with non-infringing Licensor Technology. If Licensor is not reasonably able to so modify or replace the Licensor Technology or otherwise secure for Customer the right to continue using the Licensor Technology, Licensor may terminate this Agreement and, upon return to it of all copies of the claimSoftware and Documentation licensed hereunder, and Licensor will have refund to Customer to refund the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge licensing fees paid less the portion of the requisite factslicense fees attributable to the period over which Customer actually used the Software, assuming full amortization of the Software over a period of three years. Notwithstanding the foregoing, Licensor the foregoing defense and indemnity obligations will not be obligated apply to provide indemnification where there is any admission Claim based upon or arising from (w) use of guilt by any Licensee Indemnified Party charged the Software in a manner for which it was not designed, not in accordance with applicable Documentation, or in violation of the law as terms and conditions of this Agreement, (x) any modification of the Software by any party other than Licensor, (y) any use of the Software in combination with hardware or software not provided or authorized by Licensor, or (z) use of the Software, when use of a subsequent software release which Licensor has made commercially available would have avoided such infringement. This Section 8(a) represents the sole and exclusive remedy of Customer and the entire liability and obligation of Licensor with respect to the content infringement or claims of infringement of any Company Programintellectual property right.

By Licensor. Licensor represents and warrants that: (i) it has the full right, power, and authority to enter into and fully perform its obligations under this Agreement and grant the rights granted by Licensor hereunder; (ii) it has not and will indemnify not undertake any act or omission, and hold harmless has not and will not enter into any agreement, which would violate or conflict with any of the rights granted to Licensee or Licensee’s exercise thereof, or prohibit or otherwise interfere with the performance of Licensor’s obligations, under this Agreement; (iii) it owns and/or controls all rights, licenses, consents and its permissions in and membersto the Licensed Content, managersincluding the Licensed Programs, directorsLicensor Promotional Materials, officersLicensor Marks, shareholdersmetadata, employees, agents, representatives and affiliates any and all other materials provided or otherwise made available by or on behalf of Licensor to Licensee hereunder (collectively, the "“Delivery Materials”) to the extent necessary to grant the rights, licenses and privileges granted to Licensee Indemnified Parties")herein, on an After Tax Basisand the Delivery Materials and the exercise of the rights granted to Licensee hereunder do not and will not violate or infringe upon the intellectual property, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach proprietary or moral rights of any obligationperson, representation firm or warranty entity, or otherwise give rise to any adverse claim with respect to any common law or other right of any person, firm or entity; (iv) Licensor has obtained and will continue to obtain and maintain throughout the Term all rights, licenses, releases, and clearances with respect to the Delivery Materials required for the exercise of the rights granted to Licensee hereunder, and except as set forth herein, (A) there are not and will not be payments of any kind required to be made by Licensee as a result of any exercise of the rights granted to Licensee herein, and (B) Licensor shall be responsible for all material obligations and has paid or will pay all license fees, guild residuals, laboratory charges, wages, reuse fees, and other payments to any third parties necessary in connection with the Licensed Content or Licensee’s exploitation of any of the rights granted to Licensee herein, excluding any music performance fees for which Licensee is responsible pursuant to Section 8(a)(v) below; (v) the performing rights of all musical compositions contained in this Agreement. Notwithstanding the foregoing any claims Delivery Materials are (A) controlled by ASCAP, BMI, SESAC or GMR and available for indemnification that any license by Licensee Indemnified Parties may have pursuant from the publisher(s) controlling such rights, (B) owned by or licensed to this Section 7.2(aLicensor so no additional licenses or payments are payable with respect to the exploitation hereunder, or (C) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior public domain worldwide; subject to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor Licensee will be responsible for any music performance fees arising out of its exploitation of the musical compositions in the Licensed Content hereunder; and (vi) the Delivery Materials will not be obligated (A) contain any cookies or other tracking technologies or otherwise provide for any method of data collection from Licensee, the Service or users thereof, or (B) include or introduce into Licensee’s systems any virus, worm, “back door,” “Trojan Horse,” drop dead device, time bomb, spyware, adware or other malicious, harmful, destructive or disruptive code, component or device, including any code, component or device that may cause a security incident or damages to provide indemnification where there systems, or is capable of facilitating any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Programforegoing.

By Licensor. Licensor will indemnify LICENSOR agrees, at LICENSOR’s own expense as applicable, to indemnify, defend and hold harmless Licensee and its and membersLICENSEE harmless, managersor at LICENSOR’s option to settle, directorsany claim, officersdemand, shareholderscause of action, employeesdebt, agentsor liability, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively’ fees, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach any claim that the Software infringes any United States copyright, patent, trademark, trade name, trade secret, propriety or any other intellectual property right of any nature whatsoever of any third party, provided that LICENSEE provides LICENSOR with: (i) prompt written notice of such claim as it comes to LICENSEE’s attention; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. LICENSEE shall, at its option, have the right, but not the obligation, representation to fully participate in such defense at its own expense. If, within a reasonable time after notice of a claim and request for defense, LICENSOR fails or warranty contained in this Agreement. Notwithstanding refuses to provide for such defense, LICENSEE shall have the foregoing any claims for indemnification that any Licensee Indemnified Parties right, but not the obligation, to undertake its own defense, and to conclusively compromise or settle the claim or other matter, and may have pursuant thereafter exercise its right to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliatesrecover all costs, including Bloomfield) as payment of the Funding Date whether or claim and defense costs and legal fees, from LICENSOR. If LICENSOR assumes the defense, it shall not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior thereafter be liable to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event LICENSEE for any costs of a dispute regarding a claim for indemnificationlitigation including, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a court costs and attorney fees, incurred subsequent to such decision to assume the defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Programsuch action. If an injunction is entered, or LICENSOR believes in its sole discretion an injunction is likely to be entered, prohibiting LICENSEE from exercising its right to use the Software as granted hereunder, LICENSOR may, at its sole option and expense: (i) procure for LICENSEE the right to use the Software as provided herein; (ii) replace the Software or a portion thereof with other non-infringing functionally equivalent products; or (iii) modify the Software so that it is non-infringing. If such settlement or such modification is not reasonably practical in the sole opinion of LICENSOR after giving due consideration to all factors, including financial expense, and in the alternative, LICENSEE, in LICENSEE’s sole discretion, is not willing to bear the financial expense directly, LICENSOR may cancel this Agreement and the licenses granted hereunder upon fifteen (15) days’ written notice to LICENSEE. In such case, LICENSOR shall refund to LICENSEE the License Fees for the applicable month in which such termination occurs. Also upon such cancellation, LICENSEE’s data, documents, and attachments will be delivered to LICENSEE by LICENSOR. The data shall be provided in a SQL Server database backup format and the documents and attachments will be provided in their native format (i.e. pdf, jpg, etc.)

By Licensor. Licensor hereby represents and warrants to Distributor as follows: (i) All information provided by Licensor to Distributor to induce Distributor to enter into this Agreement was true and complete in all material respects on and as of the date such information was provided and is true and complete in all material respects on and as of the Effective Date. (ii) Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Georgia. Licensor has the power and authority and all governmental licenses, authorizations, consents and approvals to perform its obligations under this Agreement. Licensor is duly qualified as a foreign limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified would not adversely affect Licensor’s ability to carry out its obligations under or consummate the transactions contemplated by this Agreement. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (iii) The execution, delivery and performance by Licensor of this Agreement (a) has been duly authorized by all necessary corporate action and (b) does not and will indemnify and hold harmless Licensee and not violate any requirement of applicable law, contravene the terms of its and membersArticles of Organization or Operating Agreement, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's or conflict with or result in a breach of any obligationcontractual obligation to which Licensor is party or any order, representation injunction, writ or warranty contained decree of any governmental authority to which Licensor or its property is subject. (iv) This Agreement constitutes the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. (v) Licensor has the right and power to grant to Distributor the rights and licenses granted under Section 2 of this Agreement. Notwithstanding . (vi) To the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) best of Licensor’s actual knowledge as of the Funding Date whether or not such information formed the basis Effective Date, Distributor’s use of the issues raised by Bloomfield during Due Diligence (as defined Marks in connection with the Operating Agreement) and whether or distribution of Products within the United States in accordance with the terms of this Agreement does not asserted prior to infringe upon the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content intellectual property rights of any Company Programthird party.

By Licensor. No later than the 16th day of each month, Licensor will indemnify must prepare and hold harmless Licensee provide to Distributor a monthly statement of: (i) Licensor’s Revenues derived from sales of Products by Licensor and its [*] to any and membersall Key Customers for the prior month and Licensor’s Revenues derived from Key Customers for the prior month; and (ii) the number of garments, managersProducts, directorsand Removable Panels sold and/or provided to Key Customers for the prior month. Within 30 days after each anniversary of the Effective Date, officersLicensor must prepare and provide to Distributor an annual report that includes the following: (i) Licensor’s Revenues derived from sales of Products by Licensor, shareholders[*] and their respective affiliates to any and all Key Customers for the preceding 12 month reporting period and Licensor’s Revenues derived from Key Customers for the preceding 12 month reporting period; (ii) the number of garments, employeesProducts, agentsand Removable Panels sold and/or provided to Key Customers for the preceding 12 month reporting period; and (iii) any corrections to Revenues from the sale of Products to Key Customers, representatives Revenues derived from Key Customers and/or the number of garments and affiliates (collectivelyRemovable Panels sold and/or provided to Key Customers previously reported in any monthly report submitted during the preceding 12 month reporting period, the "Licensee Indemnified Parties"), on an After Tax Basis, from whether due to Customer refunds or for any other reason. The annual report shall be certified to be true and against all claims, losses, damages (including loss of profits and consequential damages awarded correct by Licensor’s Chief Financial Officer. Distributor agrees that Licensor shall not be deemed to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's be in breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated reporting obligations if it is unable to provide indemnification where there is any admission a complete report in a timely manner due to a breach by [*] of guilt by any Licensee Indemnified Party charged its reporting obligations to Licensor, provided that Licensor uses commercially reasonable efforts to enforce the breach and provide Distributor with violation of the law a complete report as to the content of any Company Programsoon as reasonably possible. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

By Licensor. The Licensor hereby represents, warrants and covenants to the Licensee that: (a) except as may otherwise be expressly notified to the Licensee in writing, the Licensor has and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on *** Confidential material redacted and separately filed with the Commission. or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, be to the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as best of the Funding Date whether or not such information formed the basis knowledge and belief of the issues raised by Bloomfield during Due Diligence Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as defined Licensor has expressly informed Licensee in the Operating Agreement) and whether or not asserted writing prior to the Walk Away Notice (as defined date of this Agreement, has not granted to any Third Party any license or other interest in the Operating AgreementLicensed Technology; (b) is not aware of any Third Party patent, patent application or thereafter. In other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the event Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a dispute regarding a claim for indemnification, the Licensee Indemnified Third Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company ProgramLicensed Technology.

By Licensor. Licensor will agrees to indemnify and hold harmless Licensee and Licensee, its and members, managersofficers, directors, officers, shareholders, employees, agents, representatives attorneys, successors and affiliates assigns (collectively, the "“Licensee Indemnified Parties"), on an After Tax Basis, from and Indemnitees”) against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence Claim (as defined in above) brought or threatened against Licensee by reason of or resulting from the Operating Agreement) and whether infringement of any United States patent or not asserted prior United States copyright of a third party caused solely by Licensee’s authorized use of the unmodified version of the Licensed Property delivered to the Walk Away Notice (as defined in the Operating Agreement) or thereafterLicensee by Licensor. In the event Licensee has any knowledge of a dispute regarding a claim any Claim brought or threatened against Licensee for indemnificationwhich Licensor has an indemnification obligation hereunder, Licensee shall promptly notify Licensor. Licensor agrees to assume the defense of such Claim with counsel of Licensor’s choice, and indemnify and hold harmless the Licensee Indemnified Party will have Indemnitees from and against any and all damages, costs (including reasonable professional and/or attorneys’ fees), claims, demands, losses, liabilities, fines, penalties and expenses of any kind or nature whatsoever incurred by Licensee resulting directly or indirectly from any such Claim. Notwithstanding anything to the burden of proof in establishing the validity and amount of the claimcontrary contained herein, and Licensor will have the burden of proof in establishing shall be under no obligation to replace or modify any defense infringing (or allegedly infringing) Licensed Property. If any Claim is brought or threatened that gives rise to such claim, including but not limited to, a defense asserted an indemnity obligation by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding in accordance with the foregoing, Licensor will not be obligated shall, however, provide to provide indemnification where there is Licensee at no additional charge and with no representations or warranties whatsoever, any admission of guilt modification or “workaround” owned by Licensor that Licensor intends to use for its own purposes to replace any Licensee Indemnified Party charged with violation such infringing or allegedly infringing portion of the law as Licensed Property, if and only if such modification or “workaround” is in the possession of Licensor and can be transferred to Licensee at no cost to Licensor; provided that, except for the content indemnity obligation set forth above, nothing contained herein imposes any obligation on Licensor to actually develop, create, commission or deliver any software, modules, modifications, adaptations, or “workarounds” or to undertake any actions whatsoever to actually modify or replace any infringing or allegedly infringing portion of the Licensed Property, either for Licensor’s own account or for the benefit of Licensee. Licensee shall cease any and all use of any Company Programinfringing (or allegedly infringing) Licensed Property upon Licensor’s written request.

By Licensor. (a) Licensor will indemnify warrants that (i) other than the patents listed on Exhibit A, neither the Product as currently proposed to be manufactured by Licensor nor the process for manufacturing the Product starting with fractionated plasma infringe any patent owned by Licensor in the Territory except for patents with respect to the process of manufacturing Feiba (which is expressly not licensed hereunder) and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates thrombin (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if anywhich is expressly not licensed hereunder, but excluding loss is covered in the Supply Agreement); (ii) it is the owner of profits the Patent Rights and consequential damages otherwise suffered by Technical Information; (iii) it has the Licensee Indemnified Parties), expenses, judgements, costs right to license said Patent Rights and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by Technical Information in the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained Territory in the manner set forth in this Agreement. Notwithstanding ; (iv) it has not received and does not reasonably expect to receive any notice of litigation from any third party that the foregoing Product, as currently proposed to be made by Licensor, incorporates know-how or trade secrets wrongfully obtained directly or indirectly from said third party; and (v) it has not received any claims for indemnification notice from any third party that the Patent Rights in the Territory incorporate know-how or trade secrets wrongfully obtained directly or indirectly from said third party. (b) Licensor warrants that it does not have actual knowledge of any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known patents of third parties which would be infringed in the Territory by Lifford (the manufacture, use or its Affiliates, including Bloomfield) as sale of the Funding Date whether Product, as currently proposed to be made by Licensor. (c) Licensor warrants that it has not assigned or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined conveyed any interest in the Operating Patent Rights or Technical Information which is inconsistent with the rights granted hereunder. (d) Licensor has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement. (e) The execution, delivery and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted performance by Licensor that Lifford of this Agreement do not contravene or constitute a default under any provision of applicable law or any agreement, judgment, injunction, order, decree or other instrument binding upon Licensor. (f) This Agreement constitutes a valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms except as such enforceability may be (i) limited by bankruptcy, insolvency, reorganization, moratorium or its Affiliatessimilar laws of affecting creditors' rights generally and (ii) had knowledge subject to general principles of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there equity (regardless of whether such enforceability is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Programconsidered in a preceding in equity or at law).

By Licensor. Licensor will indemnify If notified promptly in writing of any action (and hold harmless Licensee all prior related claims) brought against LICENSEE based on a claim that the Licensed Software infringes any valid U.S. patent, copyright or trade secret, LICENSOR shall defend such action at LICENSOR’s expense and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against pay all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by damages finally awarded in such action or settlement which are attributable to such claim. LICENSOR shall have sole control of the Licensee Indemnified Parties arising from Licensor's breach defense of any obligationsuch action and all negotiations for its settlement or compromise. LICENSEE shall cooperate fully with LICENSOR in the defense, representation settlement or warranty compromise of any such action. Notwithstanding anything to the contrary contained herein, LICENSOR shall not have any liability to LICENSEE to the extent that any infringement or claim thereof is based upon (i) use of the Licensed Software in this Agreementcombination with equipment or software not supplied by LICENSOR where the Licensed Software would not itself be infringing, (ii) compliance with LICENSEE’s designs, specifications or instructions, (iii) use of the Licensed Software in an application or environment for which it was not designed or (iv) modifications of the Licensed Software by anyone other than LICENSOR without LICENSOR's prior written approval. Notwithstanding the foregoing any claims above, LICENSOR’s indemnification obligations shall be extinguished and relieved if LICENSOR, at its discretion and at its own expense (a) procures for indemnification LICENSEE the right, at no additional expense to LICENSEE, to continue using the Licensed Software; (b) replaces or modifies the Licensed Software so that any it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Licensed Software; or (c) in the event (a) and (b) are not practical, refund to Licensee Indemnified Parties may have pursuant the amortized license fees paid by LICENSEE with respect to this Section 7.2(a) will exclude claims the infringing Licensed Software, or infringing portion thereof, based on information known by Lifford a five (or its Affiliates, including Bloomfield5) year amortization schedule. The obligations of LICENSOR to LICENSEE as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined set forth in the Operating Agreement) previous paragraph do not apply to Third Party Products. LICENSOR hereby assigns to LICENSEE all intellectual property infringement indemnification benefits and whether or not asserted prior obligations that have been granted to LICENSOR by third-party vendors regarding Third-Party Products to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity extent that such benefits and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not obligations can be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Programassigned.