Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor shall indemnify, defend and hold Seelos and its Affiliates and Sublicensees and each of their respective agents, employees, officers and directors (all together, the “Seelos Indemnitees”) harmless from and against any and all actions, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out of any and all Claims related to (a) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelos.

Indemnification by Licensor. To the extent permitted by law, Licensor shall indemnifydefend, defend and hold Seelos and its Affiliates and Sublicensees and each of their respective agents, employees, officers and directors (all together, the “Seelos Indemnitees”) harmless from and against any and all actions, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out of any and all Claims related to (a) solely at Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representationsexpense, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by LicensorLicensee, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any and each of their respective officers, directors, managers, employees members, personnel, permitted successors, and their permitted assigns (collectively, the “Licensee Indemnified Parties”), against all Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating to, or agents otherwise in connection with this Agreement respect of any of the following: (i) Claims for bodily injury, death, or damage to tangible personal or real property to the Supply Agreement; providedextent: (a) proximately caused by the negligence or willful acts or omissions of Licensor, howeverits personnel, that or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations pursuant to under this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos IndemniteeAgreement; (ii) Claims arising from Licensor’s breach of any representation or warranty in this Agreement; (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments of Licensor; and (iv) Licensor’s fraud, violation of law, breach of this Agreement or the Supply Agreement, negligence or willful wrongful misconduct or infringement by the combination itself of Captisol with acetaminophen misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (modified or notK.S.A. 75-6104, ET SEQ.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) or by the combination itself of Licensor KnowAND THE BUDGET LAW (K.S.A. 75-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelos2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Seelos harmless Licensee and its Affiliates the Company Affiliates, the representatives and Sublicensees agents thereof, and each of their respective agents, employees, officers the successors and directors assigns of any of the foregoing (all togetherbut excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Seelos IndemniteesLicensee Indemnified Parties”) harmless ), from and against any and all actionsDamages suffered by any of the Licensee Indemnified Parties resulting from, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out of, relating to or incurred with respect to (without duplication of any and all Claims related amounts paid pursuant to Section 7.2 of the Purchase Agreement): (ai) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement (including in respect of any representation or warranty of Licensor as of the Supply Agreement; Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (dii) infringement any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of a Third Party’s any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other of such third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply party except to the extent that a Claim arises resulting from, a Seelos Indemnitee’s breach arising out of, relating to or incurred with respect to (x) any use of applicable law, any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the Supply Agreementprovision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct misconduct, or infringement by the combination itself resulting in damage or destruction of Captisol property, injury, death, loss or other damages of any kind, except with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Know-How as delivered by Licensor by or for SeelosIndemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3).

Indemnification by Licensor. Licensor shall indemnifydefend, defend indemnify and hold Seelos harmless Licensee and its Affiliates and Sublicensees and each of their respective agents, employees, officers and directors (all together, the “Seelos Indemnitees”) harmless from and against any and all actions, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out of any and all Claims related to (a) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managersshareholders, employees employees, successors and assigns (“Licensee Indemnitees”) from and against all Third Party Claims, and all associated Losses, to the extent arising out of or resulting from: (a) the performance or failure to perform by Licensor (or any its Affiliates, subcontractors or agents) of any of its obligations under this Agreement; (b) a material breach by Licensor or any of its Affiliates, subcontractors or agents in connection with of any of its representations, warranties, covenants or agreements under this Agreement Agreement; or the Supply Agreement(c) violation of Applicable Law by any Licensor Indemnitee; provided, however, that Licensor’s obligations pursuant in all cases referred to in this Section 10.2 6.2, Licensor shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply be liable to indemnify any Licensee Indemnitee for any Losses of such Licensee Indemnitee to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or such Losses were caused by (i) the Supply Agreement, gross negligence or willful misconduct or infringement intentional wrongdoing of Licensee or any of its Affiliates, sublicensees, subcontractors or agents, (ii) any breach by Licensee or any of its Affiliates, sublicensees, subcontractors or agents of Licensee’s representations, warranties, covenants or agreements under this Agreement, or (iii) matters for which Licensee has an obligation to indemnify any Licensor Indemnitee pursuant to Section 6.1; or (iv) with respect to a claim under Section 8.3 by a Third Party, the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for SeelosAPI.

Indemnification by Licensor. Licensor shall will, at its sole expense, defend, indemnify, defend and hold Seelos Licensee and its Affiliates and Sublicensees and each of their respective agentsofficers, directors, shareholders or owners, employees, officers and directors agents (all together, the “Seelos Licensee Indemnitees”) harmless from and against any and all actionsThird Party claims, judgmentssuits, settlementsproceedings, damages, losses, liabilities, damagestaxes, penaltiescosts, fines, losses, costs and expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent arising that such Claims arise out of any and all Claims related to of, are based on, or result from (a) the conduct by Licensor or any of its Affiliates or Third Parties of Development activities as part of the Collaboration Research Program, (b) the breach of any of Licensor’s performance obligations under this Agreement, including Licensor’s representations and warranties, covenants and agreements, (c) the breach or default of any Loan Facility or Head License Agreements by Licensor, or (d) the willful misconduct or negligent acts of Licensor, its obligations Affiliates, or exercise (by it the officers, directors, employees, or agents of Licensor or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of Licensee or its Affiliates, or any related breach by Licensee of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement any other obligation of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or CaptisolLicensee hereunder; or (hii) the negligence or willful misconduct of to Claims for which Licensee has an obligation to indemnify Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from11.2, and otherwise shall not apply as to which Claims each Party will indemnify the other to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or its respective liability for Seelossuch Claims.

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

Indemnification by Licensor. 8.1 Licensor shall defend, indemnify, defend and hold Seelos Licensee and its Affiliates (other than Licensor), and Sublicensees and each of their respective agents, employees, officers officers, directors, agents and directors representatives (all togethercollectively, the “Seelos IndemniteesLicensee Indemnified Parties”) ), harmless from and against any and all actions, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and reasonable expenses (including reasonable attorneys’ fees fees), damages, and expenses) to the extent liabilities arising out of any claim by any third party against any Licensee Indemnified Party that any use of, or access to, the Licensed Intellectual Property or Licensed Software by such Licensee Indemnified Party as expressly authorized under or contemplated by these Terms infringes or misappropriates, as applicable, any trademarks, patent, copyrights, trade secrets or other intellectual property rights of any third party; provided that Licensee gives Licensor (i) prompt written notice of such claim; (ii) reasonable authority to control and all Claims related to direct the defense and settlement of such claim; and (aiii) such information and assistance as Licensor may reasonably request, at Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws expense, in connection with this Agreement such defense or settlement. Notwithstanding the Supply Agreementforegoing, Licensor shall not settle any third-party claim against any Licensee Indemnified Party (A) if such settlement requires such Licensee Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensee Indemnified Party), or (B) unless (i) such settlement completely and forever releases such Licensee Indemnified Party with respect thereto, or (ii) such Licensee Indemnified Party provides its prior written consent to such settlement. In any action for which Licensor provides defense on behalf of any Licensee Indemnified Party, such Licensee Indemnified Party may participate in such defense at its own expense by counsel of its choice. 8.2 Notwithstanding Section 8.1, Licensor shall have no obligation or liability to the extent that the alleged infringement is caused by (i) the combination, operation, or use of the Licensed Intellectual Property, Licensed Software or Licensed Manager Usage with products, services, information, materials, technologies, business methods or processes not furnished by Licensor; (cii) breach modifications to the Licensed Intellectual Property, Licensed Software or, which modifications are not made by Licensor or its agents; (iii) failure to use updates to the Licensed Intellectual Property, Licensed Software or Website Content provided by Licensor, provided that updates to the Licensed Intellectual Property and Licensed Software are in all material respects equivalent to, and may be readily substituted for, the Software being updated; and provided further that Licensee shall be afforded a reasonable amount of time to implement any update; or (iv) use of the Licensed Intellectual Property or Licensed Software except in accordance with any applicable user documentation or specifications which have been specifically notified to Licensee (circumstances under the foregoing clauses (i) - (iv), collectively, “Licensee Indemnity Responsibilities”). 8.3 Upon the occurrence of any claim for which indemnity is or may be due under this Section 8, or in the event that Licensor reasonably believes that such a claim is likely, Licensor may, at its express representationsoption (i) appropriately modify the Licensed Intellectual Property, warranties Licensed Software or covenants Licensed Manager Usage so that they become non-infringing (provided such modifications do not alter the functionality or operations of the Licensed Intellectual Property or Licensed Software in any material adverse respect), or substitute functionally equivalent software or services (at no cost to the Licensee, including for any required customizations); (ii) obtain a proper license to the applicable third-party intellectual property rights; or (iii) if the foregoing options in clause (i) and (ii) are not reasonably available, terminate the license to the affected Licensed Intellectual Property or Licensed Software or cease use of the affected Licensed Manager Usage. The obligations set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Section 8 shall constitute Licensor’s obligations pursuant entire liability and Licensee’s sole remedy for any actual or alleged infringement or misappropriation referred to this in Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelos8.1.

Indemnification by Licensor. Licensor shall defend, indemnify, defend and hold Seelos Licensee and its Affiliates and Sublicensees and each of their respective agentsofficers, directors, employees, officers and directors agents (all together, the “Seelos Licensee Indemnitees”) harmless from and against any and all actions, judgments, settlements, liabilitieslosses, damages, penalties, fines, lossesliabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all claims, demands, suits, or proceedings of Third Parties (excluding Licensee’s Designated Parties) (collectively, “Third Party Claims”) to the extent arising that such Third Party Claims arise out of any and all Claims related to of, are based on, or result from (a) the Development, manufacture or Commercialization of the Products by or on behalf of Licensor or its Affiliate or licensees (other than Licensee, its Affiliates, and Designated Parties), including Product Liabilities claims, in each case occurring outside of the Territory; (b) the breach of any of Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Exclusive Trademark License, including Licensor’s breach representations and warranties set forth herein or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; therein, (c) breach the use of the Licensed Marks by Licensor Licensee or Designated Parties in accordance with the terms of its express representations, warranties or covenants set forth in this Agreement or and the Supply Agreement; (d) infringement of Exclusive Trademark License infringes a Third Party’s intellectual property trademark or other proprietary rights by Captisol in the Territory, or (d) the Captisol-related Licensor Technology as delivered willful misconduct, gross negligence or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by violations of Applicable Laws of Licensor, its Affiliates, sublicenseesits licensees (other than Licensee, contractors its Affiliates, and Designated Parties), or the officers, directors, employees, or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officersAffiliates, directorsits licensees (other than Licensee, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all fromits Affiliates, and otherwise Designated Parties). The foregoing indemnity obligation shall not apply to the extent that a any Third Party Claim arises from, a Seelos Indemnitee’s breach of applicable lawis based on, breach of this Agreement or the Supply Agreement, negligence results from any activity or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of occurrence for which Licensee is obligated to indemnify the Licensor Know-How as delivered by Licensor by or for SeelosIndemnitees under Article 11.2.

Indemnification by Licensor. (a) Licensor shall indemnifyagrees to defend the Licensee Indemnitees, defend at Licensor’s cost and expense, and will indemnify and hold Seelos and its Affiliates and Sublicensees and each of their respective agents, employees, officers and directors (all together, harmless the “Seelos Indemnitees”) harmless Licensee Indemnitees from and against any and all actionslosses, judgments, settlements, liabilitiescosts, damages, penaltiesfees, fines, losses, costs and expenses (including reasonable attorneys’ fees and expensescollectively, “Losses”) relating to or in connection with a Third Party claim arising out of (i) any actual or alleged death, personal bodily injury or damage to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any Procedure or Product Exploited by or on behalf of (A) Licensor, its Affiliates, licensees or Sublicensees and/or (B) Licensee, its Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the extent arising out that the claim relates to an Improvement developed by Licensee); (ii) subject to the provisions of Sections 2.2(b) and 8.1(b) hereof, any actual or alleged infringement or unauthorized use or misappropriation of any and all Claims related Patent Right or other Intellectual Property Right of a Third Party with respect to the activities of (aA) Licensor’s performance of its obligations or exercise (by it or , its Affiliates, licensees or Sublicensees and/or (B) of Licensee, its or their rights under this Agreement or Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the Supply Agreementextent that the claim relates to an Improvement developed by Licensee); (biii) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in made under this Agreement or the Supply Agreement; or (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (eiv) any Study conducted by negligent act or for Licensor omission or its Affiliates or sublicensees; (g) interactions and communications by willful misconduct of Licensor, its Affiliates, sublicenseeslicensees or Sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officersemployees, directorscontractors or agents, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that performing Licensor’s obligations pursuant or exercising Licensor’s rights under this Agreement. In the event of any such claim against any Licensee Indemnitee, Licensee shall promptly notify Licensor in writing of the claim and Licensor shall manage and control, at its sole expense, the defense of the claim and its settlement with counsel reasonably acceptable to this Section 10.2 the Licensee Indemnitee. The failure to timely give a claim notice shall not apply at all if a Claim clearly arises substantially all fromrelieve Licensor of its obligations hereunder, except and otherwise shall not apply only to the extent that such failure shall result in any material prejudice to Licensor in defense of the claim. Licensor shall not, without the prior written consent of the Licensee Indemnitee, consent to the entry of any judgment or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Licensee Indemnitee pay any amount of money, give any other consideration or agree to any restriction or limitation), the giving by the claimant or plaintiff to the Licensee Indemnitee of a Claim arises fromrelease, a Seelos Indemniteein form and substance satisfactory to the Licensee Indemnitee from all liability in respect of the claim. The relevant Licensee Indemnitees shall cooperate with Licensor and may, at such Licensee Indemnitees’ option and expense, be represented in any such action or proceeding. Licensor shall not be liable for any settlements, litigation costs or expenses incurred by any Licensee Indemnitees without Licensor’s breach written authorization. (i) Notwithstanding the foregoing, the provisions of applicable law, breach Section 8.1(a)(ii) with respect to claims that relate to jurisdiction outside the United States shall be subject to the provisions of this Agreement paragraph (b). (ii) In the event that Licensee seeks to Exploit any Licensor IP in a jurisdiction outside the United States, it shall give Licensor written notice thereof (the “Licensee Foreign Exploitation Notice”). (iii) Upon receipt of a Licensee Foreign Exploitation Notice, Licensor shall have the right, at its expense, to undertake a Freedom-To-Operate Analysis with respect to such jurisdiction. In the event that, following such Freedom-To-Operate Analysis or the Supply Agreementotherwise, negligence or willful misconduct or infringement Licensor determines that it is willing to be bound by the combination itself provisions of Captisol Section 8.1(a)(ii) with acetaminophen (modified respect to such jurisdiction, it shall give written notice thereof to Licensee. Thereupon, the provisions of Sections 8.1(a)(ii) and 8.2(b) shall apply with respect to such jurisdiction and the provisions of Section 4.3(c) shall not apply with respect to such jurisdiction. In the event that, following such Freedom-To-Operate Analysis or not) or otherwise, Licensor determines that it is not willing to be bound by the combination itself provisions of Section 8.1(a)(ii) with respect to such jurisdiction, it shall given written notice thereof to Licensee. Thereupon or in the event that a notice is not received by Licensee from Licensor Knowwithin forty-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification five (45) days following the date of the Licensor Know-How as delivered by Licensor by or for SeelosLicensee Foreign Exploitation Notice, the provisions of Section 8.1(a)(ii) and 8.2(b) shall not apply with respect to such jurisdiction and the provisions of Section 4.3(c) shall apply with respect to such jurisdiction.

Indemnification by Licensor. 8.1 Licensor shall agrees to indemnify, defend and hold Seelos harmless Licensee and its Affiliates and Sublicensees and each of their respective agentsdirectors, officers, employees, officers affiliates and directors (all together, the “Seelos Indemnitees”) harmless assigns from and against any and all actions, judgments, settlementslosses, liabilities, damages, penalties, fines, lossesdeficiencies, costs and or expenses (including interest, penalties and reasonable attorneys’ ' fees and expensesdisbursements) to the extent ("Loss") based upon, arising out of, or otherwise due to: 8.1.1 Any breach of any and all Claims related to (a) Licensor’s performance material representation, warranty, covenant or agreement of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth contained in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) in any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians document or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations writing delivered pursuant to this Section 10.2 shall Agreement; and 8.1.2 Facts or circumstances existing on or prior to the License Period which give rise to claims by any third parties against the Licensed Assets, including (but not apply at all if a Claim clearly arises substantially all fromlimited to) any claims arising with respect to use of the Licensed Assets in any manner. 8.2 Licensee agrees to indemnify, defend and hold harmless Licensor and its directors, officers, employees, affiliates, and assigns from and against any Loss based upon, or arising out of or otherwise due to any negligent use of the Licensed Assets in a library of the Licensee and a third party infringement claim resulting from Licensee's use of products other than the Licensed Assets. 8.3 Promptly after receipt by an Indemnified Party of notice of any demand, claim or circumstances which, with the lapse or time, would give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnified Party shall not apply give notice thereof (the "Claims Notice") to the extent Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (if stated) of the Loss that a Claim arises fromhas been or may be suffered by the Indemnified Party. 8.4 The Indemnifying Party may elect to compromise or defend, a Seelos Indemnitee’s breach at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall, within thirty (30) days (or sooner, if the nature of applicable lawthe Asserted Liability so requires), breach notify the Indemnified Party of its intent to do so, and the Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. The Indemnified Party may elect to participate, at its own expense, in the defense of such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party of its election as herein provided, contest its obligations to indemnify under this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by at any time fails to pursue in good faith the combination itself resolution of Captisol with acetaminophen (modified or not) or by any Asserted Liability, in the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification sole opinion of the Licensor Know-How as delivered by Licensor by Indemnified Party, then the Indemnified Party may, upon thirty (30) days' notice to the Indemnifying Party, pay, compromise or defend any such Asserted Liability, which such amount shall then be deducted from and credited to any royalties payable to the Indemnifying Party pursuant to Section 2 hereof. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents or personnel within its control that are necessary or appropriate for Seelossuch defense.

Indemnification by Licensor. (a) Licensor shall indemnify, defend and hold Seelos harmless Licensee and its Affiliates and Sublicensees and each of their respective agentsshareholders, directors, officers, members, managers, employees, officers agents and directors (all togetherend users, the “Seelos Indemnitees”) harmless from and their respective successors, heirs and assigns, against any and all actionsclaims, judgmentswherever brought and however denominated, settlementsincluding all damages in connection therewith, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out from any breach of any and all Claims related to (a) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by . Licensee shall indemnify, defend and hold harmless Licensor of and its express representationsshareholders, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensordirectors, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directorsmembers, managers, employees or agents and agents, and their respective successors, heirs and assigns, against any and all claims, wherever brought and however denominated, including all damages in connection with therewith, arising from (i) any breach of Licensee’s obligations under this Agreement Agreement, or (ii) any claim by any end-user of the Supply Agreement; provided, however, that Licensed Software except to the extent such claim results from a breach of Licensor’s obligations pursuant hereunder. (b) A Party seeking indemnification hereunder (the “Indemnified Party”) shall give the Party against which the Indemnified Party seeks indemnification hereunder (the “Indemnifying Party”) prompt written notice of any claim with respect to this Section 10.2 which indemnification obligations apply, but any delay or failure of such notice shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply excuse Indemnifying Party’s indemnification obligations except to the extent that the Indemnifying Party’s legal position is actually prejudiced thereby. The Indemnifying Party shall have the right to assume and control the defense and settlement of any such claim; except that Indemnified Party shall have the right to control, at the Indemnified Party’s expense, the defense and settlement of any such claim if: (i) the Indemnified Party reasonably determines that there is a Claim arises fromconflict of interest between the Indemnifying Party and the Indemnified Party with respect to such claim; (ii) the Indemnifying Party fails to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the Indemnifying Party’s receipt of notice of the claim; or (iii) in the reasonable opinion of counsel to the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive or other non-monetary relief that could have a Seelos Indemniteematerial adverse effect on the Indemnified Party’s breach ongoing business. Any Party not controlling the defense shall have the right to participate in the claim at its own expense, but in any event shall cooperate with the controlling Party in the investigation and defense of the claim. (c) If the Indemnifying Party is entitled to, and does, assume and control the defense and settlement of any claim with respect to which its indemnification obligations apply, then the Indemnifying Party shall not settle such claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless (i) the sole relief provided in such settlement is monetary in nature and shall be paid in full by the Indemnifying Party, (ii) such settlement does not include any finding or admission of a violation by the Indemnified Party of any applicable lawlaws or Third Party’s rights, breach and (iii) such settlement could not reasonably be construed to (A) limit or impair the validity or enforceability of this Agreement the Licensed Software or Improvements or the Supply AgreementIndemnified Party’s rights therein or (B) limit or adversely affect the conduct of the Indemnified Party. Whenever the Indemnified Party controls the defense and settlement of a claim with respect to which the Indemnifying Party’s indemnification obligations apply, negligence or willful misconduct or infringement the Indemnifying Party shall not be liable for any settlement thereof effected by the combination itself Indemnified Party unless the Indemnified Party shall have obtained the Indemnifying Party’s prior written consent to the proposed settlement (which consent shall not be unreasonably withheld or delayed). (d) No liability shall attain against any officer, director, member, agent, or employee of Captisol with acetaminophen Licensor; any such liability shall be paid solely from the assets of Licensor. (modified or note) or by the combination itself of Licensor KnowIN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION SUCH DAMAGES ARISING FROM DAMAGE TO LICENSEE’S OR END-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for SeelosUSERS’ EQUIPMENT, EVEN IF LICENSOR HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification by Licensor. Licensor shall hereby agrees to defend, indemnify, defend and hold Seelos and Licensee, its Affiliates and Sublicensees and each of their respective officers, directors, employees and agents, employees, officers and directors (all together, the each a “Seelos IndemniteesLicensee Indemnified Party”) harmless from and against any and all actionsThird Party’s claims for loss, judgmentsdamage, settlementsor liability, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out (collectively, “Losses”) resulting from: (i) any breach of this Agreement or any and all Claims related to warranty or covenant provided in this Agreement by Licensor or an Affiliate of Licensor; (aii) Licensor’s performance any violation of its obligations or exercise (Applicable Law by it Licensor or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; and (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (eiii) any Study conducted by negligent act or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence omission or willful misconduct of Licensor or its Affiliates Affiliates; (iv) any claim that the sale by Licensee or agents its Affiliates, of the Licensed Products infringes on intellectual property rights in the Territory of any other person which exists as of the Effective Date; (v) any damage to property, personal injury or death arising in any way from the Licensed Product, except to the extent that damage, personal injury or death arises out of the act or omission of Licensee; and (vi) any claim arising from any use, within the approved labelling, made by any person of any of their respective officersthe Licensed Products; in all cases, directorsexcept to the extent such Third Party’s claim for loss, managers, employees damage or agents in connection with liability is the result of: (i) any breach of this Agreement by Licensee or a Licensee Indemnified Party, (ii) any violation of Applicable Law by Licensee or a Licensee Indemnified Party, or (iii) any negligent act or omission or willful misconduct of Licensee or a Licensee Indemnified Party. Notwithstanding anything to the Supply Agreement; providedcontrary, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall 10.5 does not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or matters referred to in the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelosfinal two paragraphs in Section 6.2.

Indemnification by Licensor. Licensor shall indemnify, defend indemnify and hold Seelos harmless Avenue, its Affiliates, and its Affiliates and Sublicensees and each of their respective agentsdirectors, officers, employees, officers agents, successors, and directors assigns (all togethercollectively, the “Seelos Avenue Indemnitees”) harmless ), from and against any and all actions, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) Damages to the extent arising out of or relating to, directly or indirectly, any and all Claims related to Third-Party Claim based upon: (a) the Development, Manufacture, or Commercialization of any Licensed Molecule or Licensed Product prior to the Effective Date; (b) the Manufacture of any Licensed Molecule or Licensed Product for Licensor, its Affiliates or a Third Party (other than a Sublicensee); (c) the Manufacture of any Licensed Molecule or Licensed Product by Licensor or its Affiliates for Avenue, its Affiliates or Sublicensees, or the supply of such Licensed Molecules or Licensed Products to Avenue or its Affiliates or Sublicensees, except to the extent such Third-Party Claim arises from Licensor’s performance of its obligations or exercise compliance with Avenue’s (by it or its Affiliates) ’ or any of its Sublicensees’) unique technical specifications or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws unique technical requirements that are requested in connection with this Agreement or the Supply Agreement; (c) breach writing by Licensor of its express representations, warranties or covenants set forth in this Agreement or the Supply Agreement; Avenue; (d) infringement the Development, Manufacture, or Commercialization of a Third Party’s intellectual property rights by Captisol any Licensed Molecule or Licensed Product outside of the Captisol-related Licensor Technology as delivered Field or made available outside of the Territory by or for Licensor; (e) any Study conducted by or for on behalf of Licensor or its Affiliates or sublicensees; licensees on or after the Effective Date; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (he) the gross negligence or willful misconduct of Licensor or its Affiliates or agents its or any of their respective directors, officers, directorsemployees, managersconsultants, employees subcontractors or agents agents, in connection with Licensor’s performance of its obligations under this Agreement Agreement, the Subscription Agreement, or the Supply Registration Rights Agreement; providedor (f) any breach by Licensor of any of its representations, howeverwarranties, that covenants, agreements or obligations under this Agreement, the Subscription Agreement, or the Registration Rights Agreement, or of applicable law, including U.S. securities laws governing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Notwithstanding the foregoing, Licensor’s obligations obligation to indemnify pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of any Third-Party Claims for which Avenue is required to indemnify Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelospursuant to Section 10.1.

Indemnification by Licensor. Licensor shall indemnifyhereby agrees to defend, defend hold harmless and hold Seelos indemnify (collectively, “Indemnify”) POINT and its Affiliates Affiliates, and Sublicensees its and each of their respective agentsdirectors, officers, employees, officers contractors and directors agents (all togethercollectively, the “Seelos POINT Indemnitees”) harmless from and against any liability or expense (including reasonable legal expenses, costs of litigation and all actions, judgments, settlements, liabilitiesattorneys’ fees), damages, penaltiesor judgments, fineswhether for money or equitable relief (collectively, losses“Losses”) resulting from suits, costs proceedings, claims, actions, demands, or threatened claims, actions or demands, in each case brought by a Third Party (each, a “Third Party Claim”) against a POINT Indemnitee, including, for each of clauses (a), (b) and expenses (including reasonable attorneys’ fees c), below, bodily injury, risk of bodily injury, death, property damage, and expenses) product liability Third Party Claims or the failure to the extent comply with Law arising out of any and all Claims related to or relating to, directly or indirectly: (a) The Licensor’s performance of ’s, its obligations Affiliates or exercise subcontractors’ (by it or its Affiliatescollectively, the “Licensor Parties”) of its or their rights activities under this Agreement or the Supply AgreementCommercialization Plan; [***] = Indicates confidential information omitted from the exhibit. (b) Licensor’s breach The Licensor Parties’ negligence, recklessness, intentional misconduct or violation intentional acts or omissions; provided that the foregoing shall not apply to any action or omission undertaken at the direction or request of any applicable Laws in connection with this Agreement or POINT Indemnitee outside of the Supply AgreementCommercialization Plan; or (c) The Licensor’s material and uncured breach by Licensor of its express representationsany representation, warranties warranty or covenants covenant set forth out in this Agreement or the Supply Agreement; . (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations obligation to Indemnify the POINT Indemnitees pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise 13.1 shall not apply to the extent that a Claim arises from, a Seelos any such Losses (i) arise from the negligence or intentional misconduct of any POINT Indemnitee’s ; (ii) arise from any material breach of applicable law, breach by POINT of this Agreement Agreement; or (iii) arise out of POINT’s activities under the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for SeelosCommercialization Plan.

Indemnification by Licensor. To the extent permitted by law, Licensor shall indemnifydefend, defend and hold Seelos and its Affiliates and Sublicensees and each of their respective agents, employees, officers and directors (all together, the “Seelos Indemnitees”) harmless from and against any and all actions, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out of any and all Claims related to (a) solely at Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representationsexpense, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by LicensorLicensee, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any and each of their respective officers, directors, managers, employees members, personnel, permitted successors, and their permitted assigns (collectively, the “Licensee Indemnified Parties”), against all third party Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating to, or agents otherwise in connection with this Agreement respect of any of the following third party Claims: (i) Claims for bodily injury, death, or damage to tangible personal or real property to the Supply Agreement; providedextent: (a) proximately caused by the negligence or willful acts or omissions of Licensor, howeverits personnel, that or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations pursuant to under this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos IndemniteeAgreement; (ii) Claims arising from Licensor’s breach of any representation or warranty in this Agreement; (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments of Licensor; and (iv) Licensor’s fraud, violation of law, breach of this Agreement or the Supply Agreement, negligence or willful wrongful misconduct or infringement by the combination itself of Captisol with acetaminophen misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (modified or notK.S.A. 75-6104, ET SEQ.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) or by the combination itself of Licensor KnowAND THE BUDGET LAW (K.S.A. 75-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelos2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. Regardless of any investigation made at any time by or on behalf of Licensee, or any information that Licensee may have, Licensor shall indemnifyunconditionally agrees to protect, defend defend, indemnify and save and hold Seelos and its Affiliates and Sublicensees Licensee, and each of their respective agentsLicensee’s subsidiaries, employeesAffiliates, officers officers, directors, attorneys, accountants, agents and directors employees (all together, the “Seelos IndemniteesLicensee Indemnified Parties”) ), free and harmless from and against any and all actionscosts, judgmentsdemands, settlementslosses, claims, liabilities, damagesfines, penalties, finesassessments, lossesdamages (whether or not “punitive” in nature), including the burden and expense of defending against all Third Party Claims and Regulatory Actions (even if such Third Party Claims or Regulatory Actions are groundless, false or fraudulent), or amounts paid in settlement thereof, including interest on amounts actually paid by Licensee at the rate of the lesser of (i) 5% per annum, and (ii) the maximum rate permitted by applicable law, from the date of any payment made by Licensee through and including the date the amount any such payment is reimbursed by Licensor hereunder and court costs and expenses (including court-awarded interest) and reasonable attorneys’ ' fees and expenses) to the extent arising out disbursements of any and all Claims related to counsel (a) Licensor’s performance of its obligations including legal or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws other expenses reasonably incurred in connection with this Agreement investigating or defending the Supply Agreement; (c) same), incurred by any of the Licensee Indemnified Parties arising out of, or alleged to arise out of, or based upon, or alleged to have been based upon any of the following: 8.2.1 any breach by Licensor of its express representationsany covenant of Licensor, warranties or covenants set forth material inaccuracy or omission in any representation or warranty, contained in this Agreement or any other agreement to be executed in connection with the Supply transactions contemplated by this Agreement; (d) infringement of a Third Party’s intellectual property rights ; 8.2.2 any claims by Captisol any creditor or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct alleged creditor of Licensor or its Affiliates or agents to the effect that Licensee Indemnified Parties, or any of their respective officersthem, directorsare responsible or liable for the debts, managersobligations, employees commitments or agents in connection with this Agreement or other obligations of Licensor; and 8.2.3 any claim arising from the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification use of the Licensor Know-How as delivered by Licensor by or for SeelosLicensed Subject Matter.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Seelos harmless Licensee and its Affiliates the Company Affiliates, the representatives and Sublicensees agents thereof, and each of their respective agents, employees, officers the successors and directors assigns of any of the foregoing (all togetherbut excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Seelos Indemnitees”) harmless "Licensee Indemnified Parties"), from and against any and all actionsDamages suffered by any of the Licensee Indemnified Parties resulting from, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out of, relating to or incurred with respect to (without duplication of any and all Claims related amounts paid pursuant to Section 7.2 of the Purchase Agreement): (ai) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement (including in respect of any representation or warranty of Licensor as of the Supply Agreement; Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (dii) infringement any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of a Third Party’s any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other of such third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply party except to the extent that a Claim arises resulting from, a Seelos Indemnitee’s breach arising out of, relating to or incurred with respect to (x) any use of applicable law, any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the Supply Agreementprovision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby's ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct misconduct, or infringement by the combination itself resulting in damage or destruction of Captisol property, injury, death, loss or other damages of any kind, except with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Know-How as delivered by Licensor by or for SeelosIndemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3).

Indemnification by Licensor. Licensor shall indemnify, defend and hold Seelos harmless Licensee and its Affiliates and Affiliates, Sublicensees and each of their respective agents, employees, officers officers, directors and directors agents (all together, the each a “Seelos IndemniteesLicensee Indemnitee”) harmless from and against any and all actions, judgments, settlements, liabilities, damageslosses and damages (“Losses”) that result from any Claim made or brought against a Licensee Indemnitee by or on behalf of such Third Party, penalties, fines, losses, and any direct out-of-pocket costs and expenses (including reasonable attorneys’ fees and expensesfees) (“Litigation Costs”) incurred by a Licensee Indemnitee while investigating or conducting the defense of such Third Party Claim, in either case, solely to the extent arising such Claim is based on or arises out of any and all Claims related to (a) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or of: 14.1.1 the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representationsany representation, warranties warranty or covenants set forth covenant contained in this Agreement or Agreement; 14.1.2 the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the gross negligence or willful misconduct by any of the Licensor Indemnitees in the performance of Licensor’s obligations under this Agreement; 14.1.3 the Exploitation by or on behalf of Licensor, its Affiliates or agents licensees of the Compound or any the Product prior to the Effective Date; 14.1.4 the Exploitation by or on behalf of their respective officersLicensor, directorsits Affiliates or its licensees of ImmTOR (other than as comprising the Product) prior to the Effective Date or during the Term; 14.1.5 the Exploitation by or on behalf of Licensor, managers, employees its Affiliates or agents licensees of the Product following the Term and the use of the Reversion Technology in connection with this Agreement or the Supply Agreementsame; or 14.1.6 any of the Additional ImmTOR Agreements prior to the date of assignment of such Additional ImmTOR Agreements to Licensee; provided, however, that Licensor’s obligations pursuant in the case of Sections 14.1.1 to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from14.1.6 (inclusive), and otherwise such indemnification right shall not apply to any Claims, Losses or Litigation Costs (a) to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or directly attributable to the Supply Agreement, gross negligence or willful misconduct of a Licensee Indemnitee or infringement by the combination itself Licensee’s breach of Captisol with acetaminophen this Agreement, or (modified or notb) or by the combination itself of for which Licensee is obligated to indemnify Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelosunder Section 14.2.

Indemnification by Licensor. (a) Subject to Article 11, Licensor shall indemnify, defend and hold Seelos and its Affiliates and Sublicensees and each of their respective agents, employees, officers and directors (all together, the “Seelos Indemnitees”) harmless Licensee from and against any and all damages, claims, suits, actions, judgmentscauses of action, settlementsdemands, liabilities, damages, penalties, fines, losses, costs and expenses (including including, without limitation, reasonable attorneys’ fees and expensesdisbursements and court costs) to the extent (collectively, “Losses”) resulting from, arising out of or otherwise relating to any and all Claims related to (a) Licensor’s performance allegation by a third party that the Software or Documentation, or any use of its obligations the Software or exercise (by it or its Affiliates) of its or their rights under Documentation in accordance with this Agreement and without any modification thereof, infringes or the Supply Agreement; misappropriates such third party’s United States Intellectual Property Rights. (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or Notwithstanding anything to the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth contrary in this Agreement or the Supply Agreement; (d, Section 10.1(a) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim the alleged infringement or misappropriation arises from: (i) Open Source Components or other Third Party Materials; (ii) combination, a Seelos Indemnitee’s breach operation or use of applicable lawthe Software in or with, breach any technology (including, without limitation, any software, hardware, firmware, device, system or network, including, without limitation, security alarm devices and systems, fire alarm devices and systems, and gunshot detection devices and systems) or any service not provided by Licensor; (iii) modification of the Software other than (A) by Licensor in strict accordance with this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself (B) with Licensor’s express written authorization and in strict accordance with Licensor’s written directions and specifications; (iv) use of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification any version of the Licensor Know-How as delivered by Licensor Software other than the most current version or failure to timely implement any Maintenance Release, modification, update or replacement of the Software made available to Licensee; (v) use of the Software after Licensor’s notice to Licensee of such activity’s alleged or actual infringement, misappropriation or other violation of a third party’s rights; (vi) negligence, abuse, misapplication or misuse of the Software or Documentation by or on behalf of Licensee; (vii) use of the Software or Documentation by or on behalf of Licensee that is outside the purpose, scope or manner of use authorized by this Agreement or in any manner contrary to Licensor’s instructions; (viii) events or circumstances outside of Licensor’s commercially reasonable control (including, without limitation, any bugs, defects, malfunctions or other events or circumstances in connection with any third-party hardware, software, firmware, device, network or system, including, without limitation, security alarm devices and systems, fire alarm devices and systems, and gunshot detection devices and systems, or any breaches or malfunctions of Licensor’s hardware, software, firmware, device, network or system); or (ix) third-party Losses for Seeloswhich Licensee is obligated to indemnify a Licensor Indemnitee (as hereinafter defined) pursuant to Section 10.2.

Indemnification by Licensor. 8.1 Licensor shall defend, indemnify, defend and hold Seelos Licensee and its Affiliates (other than Licensor), and Sublicensees and each of their respective agents, employees, officers officers, directors, agents and directors representatives (all togethercollectively, the “Seelos IndemniteesLicensee Indemnified Parties”) ), harmless from and against any and all actions, judgments, settlements, liabilities, damages, penalties, fines, losses, costs and reasonable expenses (including reasonable attorneys’ fees fees), damages, and expenses) to the extent liabilities arising out of any claim by any third party against any Licensee Indemnified Party that any use of, or access to, the Licensed Intellectual Property or Licensed Software by such Licensee Indemnified Party as expressly authorized under or contemplated in this Agreement infringes or misappropriates, as applicable, any trademarks, patent, copyrights, trade secrets or other intellectual property rights of any third party; provided that Licensee gives Licensor (i) prompt written notice of such claim; (ii) reasonable authority to control and all Claims related to direct the defense and settlement of such claim; and (aiii) such information and assistance as Licensor may reasonably request, at Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (b) Licensor’s breach or violation of any applicable Laws expense, in connection with this Agreement such defense or settlement. Notwithstanding the Supply Agreementforegoing, Licensor shall not settle any third-party claim against any Licensee Indemnified Party (A) if such settlement requires such Licensee Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensee Indemnified Party), or (B) unless (i) such settlement completely and forever releases such Licensee Indemnified Party with respect thereto, or (ii) such Licensee Indemnified Party provides its prior written consent to such settlement. In any action for which Licensor provides defense on behalf of any Licensee Indemnified Party, such Licensee Indemnified Party may participate in such defense at its own expense by counsel of its choice. 8.2 Notwithstanding Section 8.1, Licensor shall have no obligation or liability to the extent that the alleged infringement is caused by (i) the combination, operation, or use of the Licensed Intellectual Property, Licensed Software or Licensed Manager Usage with products, services, information, materials, technologies, business methods or processes not furnished by Licensor; (cii) breach modifications to the Licensed Intellectual Property, Licensed Software or, which modifications are not made by Licensor or its agents; (iii) failure to use updates to the Licensed Intellectual Property, Licensed Software or Website Content provided by Licensor, provided that updates to the Licensed Intellectual Property and Licensed Software are in all material respects equivalent to, and may be readily substituted for, the Software being updated; and provided further that Licensee shall be afforded a reasonable amount of time to implement any update; or (iv) use of the Licensed Intellectual Property or Licensed Software except in accordance with any applicable user documentation or specifications which have been specifically notified to Licensee (circumstances under the foregoing clauses (i) - (iv), collectively, “Licensee Indemnity Responsibilities”). 8.3 Upon the occurrence of any claim for which indemnity is or may be due under this Section 8, or in the event that Licensor reasonably believes that such a claim is likely, Licensor may, at its express representationsoption (i) appropriately modify the Licensed Intellectual Property, warranties Licensed Software or covenants Licensed Manager Usage so that they become non-infringing (provided such modifications do not alter the functionality or operations of the Licensed Intellectual Property or Licensed Software in any material adverse respect), or substitute functionally equivalent software or services (at no cost to the Licensee, including for any required customizations); (ii) obtain a proper license to the applicable third-party intellectual property rights; or (iii) if the foregoing options in clause (i) and (ii) are not reasonably available, terminate the license to the affected Licensed Intellectual Property or Licensed Software or cease use of the affected Licensed Manager Usage. The obligations set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Section 8 shall constitute Licensor’s obligations pursuant entire liability and Licensee’s sole remedy for any actual or alleged infringement or misappropriation referred to this in Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach of this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Licensor Know-How as delivered by Licensor by or for Seelos8.1.

Indemnification by Licensor. (a) Subject to Article 8, Licensor shall indemnify, defend and hold Seelos and its Affiliates and Sublicensees and each of their respective agents, employees, officers and directors (all together, the “Seelos Indemnitees”) harmless Licensee from and against any and all damages, claims, suits, actions, judgmentscauses of action, settlementsdemands, liabilities, damages, penalties, fines, losses, costs and expenses (including including, without limitation, reasonable attorneys’ fees and expensesdisbursements and court costs) to the extent (collectively, “Losses”) resulting from, arising out of or otherwise relating to any and all Claims related to (a) Licensor’s performance allegation by a third party that the Software or Documentation, or any use of its obligations the Software or exercise (by it or its Affiliates) of its or their rights under Documentation in accordance with this Agreement and without any modification thereof, infringes or the Supply Agreement; misappropriates such third party’s United States Intellectual Property Rights. (b) Licensor’s breach or violation of any applicable Laws in connection with this Agreement or Notwithstanding anything to the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth contrary in this Agreement or the Supply Agreement; (d, Section 7.1(a) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) the negligence or willful misconduct of Licensor or its Affiliates or agents or any of their respective officers, directors, managers, employees or agents in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim the alleged infringement or misappropriation arises from: (i) Open Source Components or other Third Party Materials; (ii) combination, a Seelos Indemnitee’s breach operation or use of applicable lawthe Software in or with, breach any technology (including, without limitation, any software, hardware, firmware, device, system or network, including, without limitation, security alarm devices and systems, fire alarm devices and systems, and gunshot detection devices and systems) or any service not provided by Licensor; (iii) modification of the Software other than (A) by Licensor in strict accordance with this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by the combination itself (B) with Licensor’s express written authorization and in strict accordance with Licensor’s written directions and specifications; (iv) use of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification any version of the Licensor Know-How as delivered by Licensor Software other than the most current version or failure to timely implement any Maintenance Release, modification, update or replacement of the Software made available to Licensee; (v) use of the Software after Licensor’s notice to Licensee of such activity’s alleged or actual infringement, misappropriation or other violation of a third party’s rights; (vi) negligence, abuse, misapplication or misuse of the Software or Documentation by or on behalf of Licensee; (vii) use of the Software or Documentation by or on behalf of Licensee that is outside the purpose, scope or manner of use authorized by this Agreement or in any manner contrary to Licensor’s instructions; (viii) events or circumstances outside of Licensor’s commercially reasonable control (including, without limitation, any bugs, defects, malfunctions or other events or circumstances in connection with any third-party hardware, software, firmware, device, network or system, including, without limitation, security alarm devices and systems, fire alarm devices and systems, and gunshot detection devices and systems, or any breaches or malfunctions of Licensor’s hardware, software, firmware, device, network or system); or (ix) third-party Losses for Seeloswhich Licensee is obligated to indemnify a Licensor Indemnitee (as hereinafter defined) pursuant to Section 7.2.

Indemnification by Licensor. Licensor shall defend, indemnify, defend and hold Seelos harmless the Licensee and its Affiliates the affiliates and Sublicensees and each Representatives of their respective agentsLicensee (each, employeesa “Licensee Indemnified Party” and, officers and directors (all togethercollectively, the “Seelos IndemniteesLicensee Indemnified Parties”) harmless from and against any and all actionsLosses asserted against, judgmentsincurred, settlementssustained or suffered by a Licensee Indemnified Party as a result of, liabilitiesarising out of, damagesor relating to, penaltiesa claim that the Platform as licensed and delivered to Licensee by Licensor infringes or misappropriates the Intellectual Property of any third-party existing as of the Effective Date (each an “Infringement Claim”); provided, fines, losses, costs and expenses however that Licensor shall have no obligation to Licensee under this Agreement with respect to any Infringement Claim arising: (including reasonable attorneys’ fees and expensesa) twenty four (24) months after the Effective Date; (b) to the extent arising out from: (i) Any Licensee Improvements or any modifications to the Platform or Escrow Materials made by, or on behalf of, Licensee or otherwise at Licensee’s request; (ii) Licensee’s breach of any and all Claims related to (a) Licensor’s performance of its obligations or exercise (by it or its Affiliates) of its or their rights under this Agreement or the Supply Agreement; (biii) LicensorLicensee’s breach or violation of any applicable Laws in connection with this Agreement or the Supply Agreement; (c) breach by Licensor of its express representations, warranties or covenants set forth in this Agreement or the Supply Agreement; (d) infringement of a Third Party’s intellectual property rights by Captisol or the Captisol-related Licensor Technology as delivered or made available by or for Licensor; (e) any Study conducted by or for Licensor or its Affiliates Representative or sublicensees; (g) interactions and communications by Licensor, its Affiliates, sublicensees, contractors or agents with governmental authorities, physicians or other third parties relating to Licensed Products and/or Captisol; or (h) ’ use of the negligence or willful misconduct of Licensor or its Affiliates or agents Platform or any of their respective officers, directors, managers, employees or agents Licensor Intellectual Property in connection with this Agreement or the Supply Agreement; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply at all if a Claim clearly arises substantially all from, and otherwise shall not apply to the extent that a Claim arises from, a Seelos Indemnitee’s breach of applicable law, breach any manner in violation of this Agreement or the Supply Agreement, negligence or willful misconduct or infringement by associated Documentation; and (iv) the combination itself of Captisol with acetaminophen (modified or not) or by the combination itself of Licensor Know-How as delivered by Licensor with Seelos Background Technology or Seelos Foreground Technology or modification of the Platform and Licensor KnowIntellectual Property with any Licensee or third-How as delivered party software or other Intellectual Property; or (c) after the occurrence of a Use Release Event. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its sole option), do one of the following to mitigate the Losses relating to the Infringement Claim: (1) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property; (2) 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; or (3) if Licensor is unable at commercially reasonable effort or expense to make such modifications, then Licensor shall be entitled to terminate this Agreement without further liability to Licensee. This Section 14.1 (Indemnification by Licensor) is Licensee’s sole and exclusive remedy for any claim that the Platform or any Licensor by Intellectual Property infringes or for Seelosmisappropriates the Intellectual Property of any third party and Licensor may not exercise any indemnity or similar monetary remedy under the Purchase Agreement.