Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. The Seller agrees to indemnify and hold harmless the Purchaser and its Affiliates and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of (a) any breach of any representation or warranty made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11), (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Documents or Counterparty Agreements, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under

Indemnification by the Seller. (a) The Seller agrees to indemnify indemnify, defend and hold harmless the Company and the Purchaser and its Affiliates and any or all each of their respective partners, directors, trusteesAffiliates, officers, managersdirectors, employees, members, agents agents, successors, transferees and controlling persons assigns (each, each of the foregoing a “"Purchaser Indemnified Party”") harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and against all Losses awarded against incurred by any of them based upon, resulting from or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of (ai) any the breach of any representation or warranty made by of the Seller contained in this Agreement or any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11)Ancillary Documents, (bii) any the breach of or default under any covenant or agreement of the Seller contained in this Agreement or any of the Transaction Documents or Counterparty Agreements, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2Ancillary Documents, (iii) Environmental Costs in excess of $250,000, whenever incurred, based upon, arising from or related to any conditions, events, circumstances, facts, activities, practices, incidents, actions or omissions occurring or existing on or prior to the Closing Date (x) at, on, under, about, within or migrating from or onto any property currently or formerly owned, leased or operated by the Company or any of its predecessors, or (y) otherwise related to the Company, or any other related entity of the Company or any of its subsidiaries, or any divested entity, business, facility or property of the Company or any of their predecessors or related entities, in each case regardless of whether such Environmental Costs are known, unknown, disclosed, undisclosed, fixed or contingent, and in each case including, without limitation, any such Environmental Costs arising from the use, storage, handling, treatment, processing, disposal, generation, transportation or release of any Hazardous Substances at any on-site or off-site location on or prior to the Closing Date or (iv) the GECC Lease, the Gulfstream Contract, the Fleet Lease and any other Retained Asset. Anything in Section 8.03 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Seller for breach of any representation or warranty contained in this Agreement or any of the Ancillary Documents, unless prompt written notice of such claim or action is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action; provided that the failure of the Company to give the Seller prompt notice as provided herein shall not relieve the Seller of its obligations hereunder, except to the extent resulting from that the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested UnderSeller is prejudiced thereby.

Indemnification by the Seller. The Subject to Section 9.9, the Seller agrees to indemnify and hold harmless the Purchaser and its Affiliates and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of (a) any breach of any representation representation, certification or warranty made by the Seller in any of the Transaction Documents or in any certificate or Servicer Report delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to SPSA or any disclosure set forth on Schedule 3.11)other Transaction Document, (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Documents or Counterparty AgreementsDocuments, (c) any Excluded Liabilities and Obligations or Obligations, (d) [*], (e) any fees, expenses, costs, liabilities or other amounts, including brokerage or finder’s fees or commissions or similar amounts commissions, incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Purchase SPSA, or (f) Third Party Claims arising on or after the Closing Date and Sale Agreementasserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or the License Agreement (but, for purposes of clarity, excluding (i) any such Third Party Claims brought by any of the Purchaser’s shareholders in their capacity as shareholders (or in the name of the Purchaser as a derivative or similar action for the benefit of the Purchaser’s shareholders) against the Purchaser or any of its directors or officers based on any cause of action or claim) and (ii) any such Losses to the extent such Losses arise out of an actual violation of Applicable Law by any Purchaser Indemnified Party or an actual breach by any Purchaser Indemnified Party of any other agreement or obligation to which such Purchaser Indemnified Party is a party or to which it or its assets are otherwise subject or bound; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty the Licensee or breach of or default under the License Agreement of the Licensee (to the extent such default does not result from the breach or default by the Seller or the Seller’s Affiliates of or under the License Agreement) or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products Product or otherwise, in any case unless except to the extent resulting from the any breach or default by the Seller or the Seller’s Affiliates of or under any of the Transaction Documents or Counterparty AgreementsDocuments, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the extent resulting from the failure of the Licensee to perform any of its obligations under the License Agreement, except to the extent resulting from any breach or default by the Seller or the Seller’s Affiliates of or under the License Agreement or the Transaction Documents or (v) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party (unless the Seller is otherwise liable for such Losses pursuant to the terms of this SPSA). With respect to indemnification by the Seller pursuant to this Section 7.1, (i) the Seller’s maximum liability shall not exceed an amount equal to (A) [*], minus (B) the aggregate amount collected or received by the Purchaser (and any direct or indirect transferee of the Purchaser to whom any interest in the Purchased Interest is transferred) in respect of the Payment Rights or as a result of any payments made by the Seller pursuant to Section 5.4(b) or by AcelRx pursuant to Section 5.4(b) of the PSA, minus (C) the aggregate amount collected or received by the Purchaser (and any direct or indirect transferee of the Purchaser to whom any interest in the Purchased Interest is transferred) pursuant to the exercise of its rights under this Section 7.1 or under Section 2.1(a)(vi) (without duplication of any amounts received pursuant to clauses (B) or (D)), minus (D) the aggregate amount collected or received by the Purchaser pursuant to Article V of the Servicing Agreement (without duplication of any amounts received pursuant to clauses (B) or (C)). [**Text Omitted ] = Certain confidential information contained in this document, marked by brackets, has been omitted and Filed Separately filed separately with the Securities and Exchange Commission. Confidential Treatment Requested UnderCommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by the Seller. The (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify and hold harmless the Purchaser and its Affiliates Buyer, any assignee of the Buyer and any or all of their such Persons’ respective partnersshareholders, officers, directors, trustees, officersmembers, managers, employees, members, agents and controlling persons or Affiliates (each, a each an “Purchaser Indemnified Party”) harmless ), forthwith on demand, from and against, and will pay to each Purchaser Indemnified Party the amount of, against any and all Losses damages, losses, claims (whether brought by or involving the Seller or any other third party), liabilities and related out-of-pocket costs and expenses, including reasonable fees and out-of-pocket disbursements of outside counsel (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred or suffered by such Purchaser Indemnified Party, whether Party and other non-monetary damages of any such Indemnified Party or not involving a Third Party Claim, any of them arising out of (a) any breach of any representation or warranty made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11), (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Documents or Counterparty Agreements, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales any (i) acts or licensing omissions of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the constituting bad faith, gross negligence or willful misconduct on the part of the Seller, (ii) breach of any Purchaser Indemnified Partyrepresentation or warranty by the Seller under any Transaction Document, (iii) failure by the Seller to comply with (A) any term, provision or covenant contained in any Transaction Document or (B) any Applicable Law, (iv) any litigation, proceedings or investigation against the Seller, or (v) to the ***Text Omitted extent any such action violated the standard of care applicable to the Seller pursuant to the applicable Underlying Instruments or otherwise breached the Seller’s obligations under any Underlying Instrument, actions of the Seller in connection with its enforcement of the Borrower’s rights with respect to any Loans owned by the Borrower, in each case, except for (a) (with respect to any Indemnified Party) any such damages, losses, claims, liabilities or related out-of-pocket costs and Filed Separately with expenses resulting from such Indemnified Party’s own gross negligence, bad faith, fraud or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment and (b) any such damages, losses, claims, liabilities or related out-of-pocket costs and expenses resulting from the Securities and Exchange Commission. Confidential Treatment Requested Underperformance of the Transferred Assets.

Indemnification by the Seller. (a) The Seller agrees to indemnify hold the Purchaser, the Swap Counterparty and hold harmless the Purchaser and its their Affiliates and any or all of the Purchaser’s, the Swap Counterparty’s and their respective partnersAffiliates’ officers, directors, trusteesshareholders, officerspartners, managersmembers, owners, employees, membersagents, agents attorneys, Affiliates and controlling persons advisors (each, a each an “Purchaser Indemnified Party” and collectively the “Indemnified Parties”) harmless from and against, and will pay to each Purchaser indemnify any Indemnified Party against all out-of-pocket liabilities, out-of-pocket losses, out-of-pocket damages, judgments, out-of-pocket costs, out-of-pocket expenses, penalties or fines of any kind that may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the amount of, “Indemnified Amounts”) in any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claimway relating to, arising out of or resulting from (ai) the Facility, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility or any transaction or Transaction contemplated hereby or thereby, or any amendment, supplement, extension or modification of, or any waiver or consent under or in respect of, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility, or any transaction or Transaction contemplated hereby or thereby, (ii) any breach Mortgage Asset, any Purchased Item, any Pledged Collateral or any other collateral for the Facility, (iii) any violation or alleged violation of, non-compliance with or liability under any Applicable Law (including, without limitation, violation of securities laws and Environmental Laws), (iv) ownership of, Liens on, security interests in or the exercise of rights and/or remedies under the Repurchase Documents, the Mortgage Loan Documents, the Purchased Items, the Pledged Collateral, any other collateral for the Facility, the Underlying Mortgaged Property, any other related Property or collateral or any part thereof or any interest therein or receipt of any Income or rents, (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Underlying Mortgaged Property, any other related Property or collateral or any part thereof, the Purchased Items or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Underlying Mortgaged Property, any other related Property or collateral or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure on the part of the Seller, the Guarantor or the Pledgor to perform or comply with any of the terms of the Mortgage Loan Documents, the Repurchase Documents, the Purchased Items, the Pledged Collateral or any other collateral for the Facility, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of the Underlying Mortgaged Property, any other related Property or collateral, the Purchased Items or any part thereof, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Underlying Mortgaged Property, any other related Property or collateral, the Purchased Items or any part thereof or the Repurchase Documents, (x) any Taxes including, without limitation, any Taxes attributable to the execution, delivery, filing or recording of any Repurchase Document, any Mortgage Loan Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against the Underlying Mortgaged Property, any other related Property or collateral, the Pledged Collateral, the Purchased Items or any part thereof under any Applicable Law or any liability asserted against the Purchaser with respect thereto, (xii) the claims of any lessee or any Person acting through or under any lessee or otherwise arising under or as a consequence of any leases with respect to any Underlying Mortgaged Property, related Property or collateral, or any claims of a Borrower, (xiii) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, by any Indemnified Party as a result of conduct of the Seller, the Pledgor or the Guarantor that violates any sanction enforced by OFAC, (xiv) any and all Indemnified Amounts arising out of, attributable or relating to, accruing out of, or resulting from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to the Seller, the Pledgor, the Guarantor or any Borrower, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to the Seller, the Pledgor, the Guarantor or any Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to the Seller, the Guarantor, the Pledgor or any Borrower, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or inaccuracy in any representation or warranty made by in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the Seller in other Repurchase Documents or any of the Transaction Mortgage Loan Documents or relating to environmental matters in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined way including, without giving effect to any disclosure set forth on Schedule 3.11)limitation, (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Mortgage Loan Documents or Counterparty Agreements, (cxv) any Excluded Liabilities of the Seller’s, the Guarantor’s and/or any of their Affiliate’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Subsection 11(a), that, in each case, results from anything other than any Indemnified Party’s gross negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and Obligations indemnify such Indemnified Party against all Indemnified Amounts with respect to all Purchased Items and Mortgage Assets relating to or arising out of any violation or alleged violation of, noncompliance with or liability under any Applicable Law (dincluding, without limitation, securities laws and Environmental Laws) that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any brokerage suit, proceeding or finder’s fees action brought by an Indemnified Party in connection with any Purchased Item, the Pledged Collateral or commissions any other collateral for the Facility for any sum owing thereunder, or similar amounts incurred to enforce any provisions of any Purchased Item, the Pledged Collateral or owed any other collateral for the Facility, the Seller shall save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor, obligor or Borrower thereunder arising out of a breach by the Seller, the Guarantor, the Pledgor or an Affiliate of any of the foregoing of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor, obligor or Borrower or its successors from the Seller, the Guarantor, the Pledgor or an Affiliate of any of the foregoing. The Seller also agrees to any brokersreimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs, financial advisors or comparable other Persons retained or employed by it expenses and fees incurred in connection with the transactions enforcement or the preservation of such Indemnified Party’s rights under this Agreement, the Repurchase Documents, the Mortgage Loan Documents and any transaction or Transaction contemplated hereby or thereby, including, without limitation, the reasonable fees and disbursements of its counsel. In the case of an investigation, litigation or other proceeding to which the indemnity in this Subsection 11.1(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by this Purchase and Sale Agreement; providedthe Seller, howeverthe Guarantor, that the foregoing shall exclude Pledgor and/or any indemnification to any Purchaser of their officers, directors, shareholders, employees or creditors, an Indemnified Party (i) that has the effect of imposing on the Seller or any recourse liability for Royalties because of the insolvency other Person or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence is otherwise a party thereto and whether or willful misconduct of not any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Undertransaction contemplated hereby is consummated.

Indemnification by the Seller. The Seller Each Selling Party, on a joint and several basis, agrees to indemnify and hold harmless each of the Purchaser and its Affiliates and any or and all of their respective partners, directors, trusteesmanagers, members, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including reasonable attorneys’ fees) awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of of, or involving any third party claim, demand, action or proceeding arising out of, (ai) any breach of any representation representation, warranty or warranty certification made by the Seller a Selling Party in or pursuant to any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11)a Distribution Report, (bii) any breach of or default under by a Selling Party of any covenant or agreement of the Seller in such Selling Party under any of the Transaction Documents Document or Counterparty Agreementsany License Agreement, (ciii) any Excluded Liabilities and Obligations Obligations, (iv) third party claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Party with respect to the transactions contemplated in any Transaction Document or the License Agreements (dother than to the extent any such Losses arise out of an alleged or actual violation of Applicable Law by any Purchaser Indemnified Party or an actual breach by any Purchaser Indemnified Party of any Transaction Document or an alleged or actual breach by any Purchaser Indemnified Party of any other agreement or obligation to which such 34 Purchaser Indemnified Party is a party or to which it or its assets are otherwise subject or bound), and (v) any brokerage fees, expenses, costs, liabilities or finder’s fees or commissions or similar other amounts incurred or owed by the Seller a Selling Party or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Royalty Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (iA) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting results from the bad faith, gross negligence or willful misconduct of any such Purchaser Indemnified Party, or (ivB) to the ***Text Omitted extent resulting from acts or omissions of the Seller or any of its Affiliates based upon the written instructions from any Purchaser Indemnified Party (unless the Selling Party is otherwise liable for such Losses pursuant to the terms of this Royalty Purchase and Filed Separately with Sale Agreement). Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Securities and Exchange Commission. Confidential Treatment Requested UnderSelling Parties to such Purchaser Indemnified Party upon demand.

Indemnification by the Seller. The Seller agrees to indemnify and hold harmless each of the Purchaser and its Affiliates and any or and all of their respective partners, directors, trusteesmanagers, members, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will to pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or actually incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claimthird party claim, demand, action or proceeding, (I) arising out of (ai) any breach of any representation representation, warranty or warranty certification made by the Seller in any of the Transaction Documents to which the Seller is party or in any certificate delivered certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to or any disclosure set forth on Schedule 3.11)other Transaction Document, (bii) any breach of or default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party or any of the Counterparty Agreements to which the Seller or any of its Affiliates is party, (iii) any of the liabilities or obligations of the Seller (unless such liabilities or obligations are due to the Purchaser not complying with any confidentiality provisions set forth in any of the Transaction Documents or Counterparty Agreements), including the Retained Liabilities, and (civ) any Excluded Liabilities and Obligations fees, expenses, costs, liabilities or (d) any brokerage or finder’s fees or commissions or similar other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; or (II) relating to the rights of Alnylam to enforce or defend any of the Category 1 Patents in any suit or action relating to patent infringement or invalidity against or brought by a competitor or post-grant proceeding, including Inter Partes Review proceedings arising from the Seller or its Affiliates being party to any other contract, agreement or other understanding or arrangement (whether written or oral) relating to the rights to enforce or defend any of the Category 1 Patents; provided, however, that the foregoing clauses (I) and (II) shall exclude any indemnification to any Purchaser Indemnified Party (iA) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty the Counterparties or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by failure of the Seller of or to perform its obligations under any of the Transaction Documents or Counterparty Agreementsthis Purchase and Sale Agreement, (iiB) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting that results from the bad faith, gross negligence or willful misconduct of any such Purchaser Indemnified Party, (ivC) to the ***Text Omitted and Filed Separately with extent resulting from the Securities and Exchange Commissionfailure of any Person other than the Seller to perform any of its obligations under any of the Transaction Documents or (D) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. Confidential Treatment Requested UnderAny amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to such Purchaser Indemnified Party upon demand.

Indemnification by the Seller. The Seller agrees to indemnify and hold harmless each of the Purchaser and its Affiliates and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each the Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such the Purchaser Indemnified Party, whether or not involving a Third Third-Party Claim, arising out of (a) any breach of any representation or warranty made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11)Agreement, (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Documents or Counterparty AgreementsDocuments, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for to make payments of or in lieu of the Purchased Royalties because of the insolvency or other creditworthiness problems of either Counterparty any Credit Event or the insufficiency of the Purchased Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products Product or otherwise, in any case unless directly resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty AgreementsDocuments, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section ‎Section 7.2, (iii) to the extent resulting from the fraud, bad faith, gross negligence negligence, or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with extent resulting from the Securities and Exchange Commissionfailure of the Licensee to perform any of its obligations under the Commercialization Agreement, unless directly resulting from the breach or default by the Seller of or under the Commercialization Agreement, or (v) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. Confidential Treatment Requested UnderAny undisputed amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to the Purchaser Indemnified Party upon demand.

Indemnification by the Seller. (a) The Seller agrees to indemnify and hold harmless Company, the Purchaser and Purchaser, its Affiliates and any or all of their respective partnerssuccessors and assigns, and the officers, directors, trusteesemployees and agents of the Company, officersthe Purchaser, managers, employees, members, agents its Affiliates and controlling persons their successors and assigns (each, a “Purchaser each an "Indemnified Party”") shall be indemnified and held harmless from and against, and will pay to each Purchaser Indemnified Party by the amount of, Seller for any and all Losses awarded against Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred or suffered by such Purchaser Indemnified Party, whether or not involving them (hereinafter a Third Party Claim"Loss"), arising out of or resulting from: (ai) to the extent not covered by the Reinsurance Agreement, any policyholder contract issued by the Company prior to the Closing Date; (ii) any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of the Seller occurring or existing prior to the Closing; (iii) the breach of, or failure by, the Seller to perform, any covenant, agreement or undertaking on the Seller's part contained in the Acquisition Documents; (iv) the breach of any representation or warranty made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11), (b) any breach of or default under any covenant or agreement of the Seller contained in the Acquisition Documents; (v) the letter of credit issued on the Company's behalf by Merrill Lynch for the benefit of AXA Reinsurance Company identified xx XXX#MXX0006; (vi) the Lease Agreement for a certain premises located at 9201 Arboretum Parkway, Suite 250, Richmond, Virginia and the Partiax Xxx-Xxxxx xx 0,000 xxxxxxxx xxxxxx xxxx xxxxxxx xx Arrowhead General Insurance Agency; or (vii) any liability of the Transaction Documents Company incurred prior to the Closing (whether known or Counterparty Agreementsunknown at the time of execution of this Agreement) or arising out of any act, omission or event occurring with respect to the Company prior to the Closing in excess of any provision therefore in the Closing Date Balance Sheet, including (cwithout limitation) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions guarantee fund assessment or similar amounts incurred or owed by obligation levied against the Seller Company to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreementextent such assessment is related to the pre-Closing operations of the Company; provided, however, that the foregoing shall exclude any indemnification with respect to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether Taxes shall be governed solely as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, set forth in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested UnderArticle 6.

Indemnification by the Seller. The Seller agrees to indemnify hereby indemnifies and hold harmless holds each of the Purchaser and its Affiliates and any or and all of their respective partners, directors, trusteesmanagers, members, officers, managers, employees, members, agents and controlling persons Persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claimthird party claim, demand, action or proceeding, arising out of (ai) any breach of any representation representation, warranty or warranty certification made by the Seller in any of the Transaction Documents to which the Seller is party or in any certificate delivered certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to or any disclosure set forth on Schedule 3.11)other Transaction Document, (bii) any breach of or default under any covenant or agreement of by the Seller in to the Purchaser pursuant to any of Transaction Document to which the Transaction Documents Seller is party or the Counterparty AgreementsLicense Agreement, (ciii) any Excluded Liabilities and Obligations (unless such Excluded Liabilities and Obligations are due to the Purchaser not complying with any confidentiality provisions set forth in the Counterparty License Agreement), (iv) claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or the Counterparty License Agreement and (dv) any brokerage fees, expenses, costs, liabilities or finder’s fees or commissions or similar other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party that (iA) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products RAPIACTA or otherwise, in any case unless resulting from the breach or default by failure of the Seller of or to perform its obligations under any of the Transaction Documents or Counterparty Agreementsthis Purchase and Sale Agreement, (iiB) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting results from the bad faith, gross negligence or willful misconduct of any such Purchaser Indemnified Party, (ivC) results from the failure of any other Person to perform any of its obligations under any of the Transaction Documents or (D) results from the Seller’s acts or omissions based upon the written instructions from any Purchaser Indemnified Party. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to such Purchaser Indemnified Party upon demand. In addition to the foregoing obligations of the Seller, the Seller agrees (a) to pay to the ***Text Omitted Purchaser on demand all reasonable costs and Filed Separately expenses incurred by the Purchaser in connection with the Securities enforcement of the Transaction Documents against the Seller or any Affiliates of the Seller, (b) to indemnify the Purchaser on an after-tax basis for any stamp and Exchange Commission. Confidential Treatment Requested Underother taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of the Transaction Documents, and to indemnify each Purchaser Indemnified Party on an after-tax basis in respect of any liabilities with respect to such taxes and fees, and (c) to indemnify the Purchaser on an after-tax basis for any U.S. federal, state or local or any foreign income, franchise or other taxes imposed on income or assets (including any interest, penalties or accountant or counsel fees incurred in connection with such taxes) asserted against, withheld from or required to be withheld by the Purchaser at any time that the Notes are outstanding.

Indemnification by the Seller. The Seller agrees to indemnify and hold harmless each of the Purchaser and its Affiliates and any or and all of their respective partners, directors, trusteesmanagers, members, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will to pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claimthird party claim, demand, action or proceeding, arising out of (ai) any breach of any representation representation, warranty or warranty certification made by the Seller in any of the Transaction Documents to which the Seller is party or in any certificate delivered certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to or any disclosure set forth on Schedule 3.11)other Transaction Document, (bii) any breach of or default under any covenant or agreement of by the Seller in to the Purchaser pursuant to any of Transaction Document to which the Transaction Documents or Counterparty AgreementsSeller is party, (ciii) any Excluded Liabilities and Obligations fees, expenses, costs, liabilities or (d) any brokerage or finder’s fees or commissions or similar other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement, (iv) any Retained Liabilities; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (iA) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by failure of the Seller of or to perform its obligations under any of the Transaction Documents or Counterparty Agreementsthis Purchase and Sale Agreement, (iiB) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting that results from the bad faith, gross negligence or willful misconduct of any such Purchaser Indemnified Party, (ivC) to the ***Text Omitted and Filed Separately with extent resulting solely from the Securities and Exchange Commissionfailure of any Person (including the Purchaser) other than the Seller or its Affiliates to perform any of its obligations under any of the Transaction Documents or (D) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. Confidential Treatment Requested UnderAny amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to such Purchaser Indemnified Party upon demand.

Indemnification by the Seller. The Seller agrees to indemnify and hold harmless each of the Purchaser and its Affiliates and any or and all of their respective partners, directors, trusteesmanagers, members, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys fees) awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claimthird party claim, demand, action or proceeding, arising out of (ai) any breach of any representation representation, warranty or warranty certification made by the Seller in any of the Transaction Documents to which the Seller is party or in any certificate delivered certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11)Agreement, (bii) any breach of or default under any covenant or agreement of by the Seller in to the Purchaser pursuant to any of Transaction Document to which the Transaction Documents or Counterparty AgreementsSeller is party, (ciii) any Excluded Liabilities and Obligations or (dunless such Excluded Liabilities and Obligations are due to the Purchaser not complying with any confidentiality provisions set forth in this Purchase and Sale Agreement), and (iv) any brokerage fees, expenses, costs, liabilities or finder’s fees or commissions or similar other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or (B) acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. Notwithstanding the foregoing, absent Seller’s actual fraud, in no event shall Seller’s indemnification obligations under clause (ivi) of this Section 7.1 exceed, individually or in the aggregate, an amount equal to the ***Text Omitted Purchase Price, less all Royalties received by Purchaser, without duplication, under this Agreement prior to and Filed Separately with through resolution of the Securities and Exchange Commission. Confidential Treatment Requested Underapplicable claim.

Indemnification by the Seller. The Subject to Section 9.9, the Seller agrees to indemnify and hold harmless the Purchaser and its Affiliates and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of (a) any breach of any representation representation, certification or warranty made by the Seller in any of the Transaction Documents or in any certificate or Servicer Report delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to PSA or any disclosure set forth on Schedule 3.11)other Transaction Document, (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Documents or Counterparty AgreementsDocuments, (c) any Excluded Liabilities and Obligations or Obligations, (d) [*], (e) any fees, expenses, costs, liabilities or other amounts, including brokerage or finder’s fees or commissions or similar amounts commissions, incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Purchase PSA, or (f) Third Party Claims arising on or after the Closing Date and Sale Agreementasserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or the License Agreement (but, for purposes of clarity, excluding any such Losses to the extent such Losses arise out of (i) an actual violation of Applicable Law by any Purchaser Indemnified Party or (ii) an actual breach by any Purchaser Indemnified Party of any agreement or obligation to which such Purchaser Indemnified Party is a party or to which it or its assets are otherwise subject or bound (other than any Transaction Document), in each of cases (i) and (ii) only if the Purchaser was not an Affiliate of the Seller at the time of the applicable violation or breach (or, if the Purchaser was an Affiliate of the Seller at such time, if the Purchaser Indemnified Party was acting at the request, instruction or direction of the Subsequent Purchaser in connection with the actions or failures to act that caused such violation or breach)); provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty the Licensee or breach of or default under the License Agreement of the Licensee (to the extent such default does not result from the breach or default by the Seller of or under the License Agreement) or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products Product or otherwise, in any case unless except to the extent resulting from the any breach or default by the Seller of or under any of the Transaction Documents or Counterparty AgreementsDocuments, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified PartyParty if the Purchaser was not an Affiliate of the Seller at such time (or, if the Purchaser was an Affiliate of the Seller at such time, if the Purchaser Indemnified Party was acting at the request, instruction or direction of the Subsequent Purchaser in connection with the actions or failures to act that constituted such bad faith, gross negligence or willful misconduct), (iv) to the extent resulting from the failure of the Licensee to perform any of its obligations under the License Agreement, except to extent resulting from any breach or default by the Seller of or under the License Agreement or the Transaction Documents or (v) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party if the Purchaser was not an Affiliate of the Seller at such time (or, if the Purchaser was an Affiliate of the Seller at such time, if the Purchaser Indemnified Party was acting at the request, instruction or direction of the Subsequent Purchaser in connection with providing such written instructions) (unless the Seller is otherwise liable for such Losses pursuant to the terms of this PSA). With respect to indemnification by the Seller pursuant to this Section 7.1, (i) the Seller’s maximum liability shall not exceed an amount equal to [*], minus (B) the aggregate amount collected or received by the Subsequent Purchaser (and any direct or indirect transferee of the Subsequent Purchaser to whom any interest in the Purchased Assets is transferred) in respect of the Payment Rights or as a result of any payments made by the Seller pursuant to Section 5.4(b) or by the Purchaser pursuant to Section 5.4(b) of the SPSA, minus (C) the aggregate amount collected or received by the Subsequent Purchaser (and any direct or indirect transferee of the Subsequent Purchaser to whom any interest in the Purchased Assets is transferred) pursuant to the exercise of its rights under this Section 7.1 or under Section 7.1 of the SPSA (without duplication of any amounts received pursuant to clauses (B) or (D)), minus (D) the aggregate amount collected or received by the Subsequent Purchaser pursuant to Article V of the Servicing Agreement (without duplication of any amounts received pursuant to clauses (B) or (C)). The Purchaser’s rights under Section 7.1 shall be assigned by the Purchaser to the Subsequent Purchaser pursuant to the terms of the SPSA. [**Text Omitted ] = Certain confidential information contained in this document, marked by brackets, has been omitted and Filed Separately filed separately with the Securities and Exchange Commission. Confidential Treatment Requested UnderCommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by the Seller. The Seller agrees to indemnify and hold harmless the Purchaser and its Affiliates (including the Purchaser Representative) and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of (a) any breach of any representation or warranty made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser or to the Purchaser Representative in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11)Agreement, (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Documents or Counterparty License Agreements, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Purchased Royalties because of the insolvency or other creditworthiness problems of either any Counterparty or the insufficiency of the Purchased Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty License Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.28.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with extent resulting from the Securities and Exchange Commissionfailure of any Counterparty to perform any of its obligations under any of the License Agreements, unless resulting from the breach or default by the Seller of or under any of the License Agreements or the Transaction Documents or (v) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. Confidential Treatment Requested UnderAny amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to such Purchaser Indemnified Party upon demand.

Indemnification by the Seller. The Seller agrees In the event of any registration of any securities of Sunstone under the Securities Act pursuant to Section 2 or 3, each selling Holder will, and it hereby does, indemnify and hold harmless harmless, to the Purchaser extent permitted by law, Sunstone and its Affiliates all other prospective sellers of Registrable Securities, each affiliate of Sunstone or such seller and any or all of their respective partnersdirectors and officers or general and limited partners or members or managing members (including any director, directorsofficer, trusteesaffiliate, officersemployee, managersagent or controlling Person of any of the foregoing) and each other Person, employeesif any, memberswho controls Sunstone or any such seller within the meaning of the Securities Act (collectively, agents and controlling persons (each, a “Purchaser the "Company Indemnified Party”Parties") harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, against any and all Losses awarded against losses, claims, damages or incurred liabilities, joint or suffered by several, and expenses (including reasonable attorney's fees and reasonable expenses of investigation) to which such Purchaser Company Indemnified PartyParty may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not involving such Company Indemnified Party is a Third Party Claim, arising party thereto) arise out of (a) or are based upon any breach untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 107 written information furnished to Sunstone through an instrument duly executed by such seller specifically stating that it is for use in the preparation of any representation such registration statement, preliminary, final or warranty made summary prospectus or amendment or supplement, or a document incorporated by the Seller in reference into any of the Transaction Documents foregoing, provided that no Holder shall be liable to any Company Indemnified Party with respect to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); and provided further that if any losses, claims, damages or liabilities arise out of or are based upon a violation which did not appear in the final prospectus, no Holder shall have any certificate liability with respect thereto to Sunstone, any other seller or any person who controls Sunstone or such other seller within the meaning of Section 15 of the Securities Act if Sunstone or an underwriter delivered by a copy of the Seller preliminary prospectus to the Purchaser in writing pursuant person alleging such losses, claims, damages or liabilities and failed to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11), (b) any breach of or default under any covenant or agreement deliver a copy of the Seller final prospectus, as so supplemented, to such person at or prior to the written confirmation of the sale to such person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Sunstone or any of the Transaction Documents prospective sellers, or Counterparty Agreementsany of their respective affiliates, (c) directors, officers or controlling Persons and shall survive the transfer of such securities by such seller. In no event shall the liability of any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by selling Holder of Registrable Securities hereunder be greater in amount than the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because dollar amount of the insolvency or other creditworthiness problems of either Counterparty or proceeds received by such Holder upon the insufficiency sale of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled Registrable Securities giving rise to such indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Underobligation.

Indemnification by the Seller. The Seller agrees In the event of any registration of any securities of Sunstone under the Securities Act pursuant to Section 2 or 3, each selling Holder will, and it hereby does, indemnify and hold harmless harmless, to the Purchaser extent permitted by law, Sunstone and its Affiliates all other prospective sellers of Registrable Securities, each affiliate of Sunstone or such seller and any or all of their respective partnersdirectors and officers or general and limited partners or members or managing members (including any director, directorsofficer, trusteesaffiliate, officersemployee, managersagent or controlling Person of any of the foregoing) and each other Person, employeesif any, memberswho controls Sunstone or any such seller within the meaning of the Securities Act (collectively, agents and controlling persons (each, a “Purchaser the "Company Indemnified Party”Parties") harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, against any and all Losses awarded against losses, claims, damages or incurred liabilities, joint or suffered by several, and expenses (including reasonable attorney's fees and reasonable expenses of investigation) to which such Purchaser Company Indemnified PartyParty may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not involving such Company Indemnified Party is a Third Party Claim, arising party thereto) arise out of (a) or are based upon any breach untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Sunstone through an instrument duly executed by such seller specifically stating that it is for use in the preparation of any representation such registration statement, preliminary, final or warranty made summary prospectus or amendment or supplement, or a document incorporated by the Seller in reference into any of the Transaction Documents foregoing, provided that no Holder shall be liable to any Company Indemnified Party with respect to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); and provided further that if any losses, claims, damages or liabilities arise out of or are based upon a violation which did not appear in the final prospectus, no Holder shall have any certificate liability with respect thereto to Sunstone, any other seller or any person who controls Sunstone or such other seller within the meaning of Section 15 of the Securities Act if Sunstone or an underwriter delivered by a copy of the Seller preliminary prospectus to the Purchaser in writing pursuant person alleging such losses, claims, damages or liabilities and failed to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11), (b) any breach of or default under any covenant or agreement deliver a copy of the Seller final prospectus, as so supplemented, to such person at or prior to the written confirmation of the sale to such person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Sunstone or any of the Transaction Documents prospective sellers, or Counterparty Agreementsany of their respective affiliates, (c) directors, officers or controlling Persons and shall survive the transfer of such securities by such seller. In no event shall the liability of any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by selling Holder of Registrable Securities hereunder be greater in amount than the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because dollar amount of the insolvency or other creditworthiness problems of either Counterparty or proceeds received by such Holder upon the insufficiency sale of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled Registrable Securities giving rise to such indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Underobligation.

Indemnification by the Seller. The Seller agrees to indemnify and hold harmless In the Purchaser and its Affiliates and any event that there is (i) a breach (or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”an alleged breach) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of (a) any breach of any representation of the representations or warranty warranties made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11)which have not been waived, (bii) any breach of or default under failure to perform any covenant, agreement or obligation of, the Seller, its directors, officers, employees or their respective Affiliates in this Agreement or any other document contemplated hereby, or in any document relating hereto or thereto or contained in any exhibit or schedule to this Agreement which has not been waived, (iii) any of the following resulting from third-party Claims: Liabilities, Claims, Adverse Consequences or Taxes relating to the Business, the Property, any Operating Agreement or the ownership, use, maintenance, possession, operation or lease of the Property or the Business in respect of any periods prior to the Closing (except any such matter relating to Environmental, Health or Safety Requirements with respect to which the Seller shall only be liable to the extent such matter constitutes a breach of a representation, warranty, covenant or agreement of the Seller contained in this Agreement), and (iv) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to any of the Transaction Documents or Counterparty Agreementsforegoing and, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by if there is an applicable survival period pursuant to SECTION 9.1, then, in each case, provided that the Purchaser makes a written claim for indemnification against the Seller pursuant to SECTION 9.3 below within such indemnification period, the Seller (the "SELLER INDEMNIFYING PARTIES") agrees (subject to the limitations set forth in this SECTION 9.2) to indemnify the Purchaser and its Affiliates, directors, officers, employees, stockholders, representatives and agents (collectively the "PURCHASER INDEMNIFIED PARTIES") from and against the entirety of any brokers, financial advisors or comparable other Persons retained or employed by it in connection with Adverse Consequences the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has Parties may suffer through and after the effect of imposing on the Seller any recourse liability for Royalties because date of the insolvency claim for indemnification resulting from, arising out of, relating to, in the nature of, or other creditworthiness problems of either Counterparty caused by any breach (or the insufficiency alleged breach) of the Royaltiesforegoing, whether as a result of the amount of cash flow or otherwise arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller out of or under related to any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Underforegoing matters.

Indemnification by the Seller. The Seller Each Selling Party, on a joint and several basis, agrees to indemnify and hold harmless each of the Purchaser and its Affiliates and any or and all of their respective partners, directors, trusteesmanagers, members, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. reasonable attorneys’ fees) awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of of, or involving any third party claim, demand, action or proceeding arising out of, (ai) any breach of any representation representation, warranty or warranty certification made by the Seller a Selling Party in or pursuant to any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11)a Distribution Report, (bii) any breach of or default under by a Selling Party of any covenant or agreement of the Seller in such Selling Party under any of the Transaction Documents Document or Counterparty Agreementsany License Agreement, (ciii) any Excluded Liabilities and Obligations Obligations, (iv) third party claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Party with respect to the transactions contemplated in any Transaction Document or the License Agreements (dother than to the extent any such Losses arise out of an alleged or actual violation of Applicable Law by any Purchaser Indemnified Party or an actual breach by any Purchaser Indemnified Party of any Transaction Document or an alleged or actual breach by any Purchaser Indemnified Party of any other agreement or obligation to which such Purchaser Indemnified Party is a party or to which it or its assets are otherwise subject or bound), and (v) any brokerage fees, expenses, costs, liabilities or finder’s fees or commissions or similar other amounts incurred or owed by the Seller a Selling Party or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Royalty Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (iA) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, (ii) for any matter in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting results from the bad faith, gross negligence or willful misconduct of any such Purchaser Indemnified Party, or (ivB) to the ***Text Omitted extent resulting from acts or omissions of the Seller or any of its Affiliates based upon the written instructions from any Purchaser Indemnified Party (unless the Selling Party is otherwise liable for such Losses pursuant to the terms of this Royalty Purchase and Filed Separately with Sale Agreement). Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Securities and Exchange Commission. Confidential Treatment Requested UnderSelling Parties to such Purchaser Indemnified Party upon demand.

Indemnification by the Seller. The Subject to the terms and conditions of this Article VII, from and after the Closing, the Seller agrees and its successors and assigns (each, with respect to indemnify any claim made under this Section 7.2, an “Indemnitor”) will jointly and severally indemnify, defend and hold harmless the Purchaser, the Purchaser Representative and its their respective Affiliates and any or all of their respective partnersofficers, directors, trustees, officers, managers, employees, members, agents successors and controlling persons permitted assigns (each, a with respect to any claim made under this Section 7.2, an “Purchaser Indemnified PartyIndemnitee”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, against any and all Losses awarded against losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or suffered by such Purchaser Indemnified Partyimposed upon, any Indemnitee to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim, arising out of ): (a) any the breach of any representation or warranty made by the Company or the Seller set forth in any of the Transaction Documents this Agreement or in any certificate delivered by the Company or the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11), Agreement; (b) any the breach of or default under any covenant or agreement on the part of the Seller Seller, the Company or, after the Closing, the Purchaser, set forth in this Agreement or in any of certificate delivered by the Transaction Documents Company, the Seller or Counterparty Agreements, the Purchaser pursuant to this Agreement; (c) any Excluded and all Liabilities and Obligations for Taxes (i) in connection with or arising out of the Target Companies’ activities or business on or before the Closing Date or (ii) owing by any Person (other than a Target Company) for which a Target Company is liable where the Liability of the Target Company for such Taxes is attributable to an event or transaction occurring on or before the Closing Date; (d) any brokerage Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible debt or finder’s fees other convertible securities or commissions other rights to acquire equity securities of a Target Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or similar amounts incurred conversion of any such securities; or owed by (e) any Indebtedness and/or Transaction Expenses of the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with Target Companies as of the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing Reference Time which were not shown on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of either Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, in any case unless resulting from the breach or default by the Seller of or under Company Financials. Without limiting any of the Transaction Documents rights of the Purchaser or Counterparty Agreementsthe Purchaser Representative hereunder, (ii) for any matter recourse by the Purchaser or the Purchaser Representative hereunder may be obtained against the Escrow Property. In connection therewith, the valuation of the Exchange Shares otherwise issuable shall utilize the same formula as is set forth in respect of which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested UnderEscrow Agreement.