Common use of Infringements Clause in Contracts

Infringements. The Licensor shall defend any claim by any third party against the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement of any intellectual property rights or application thereof and shall indemnify the Licensee for costs and damages awarded against the Licensee as a result of any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves the right to make any change to the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so at its own risk and liability. The information and functionalities covered by the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License Agreement.

Infringements. The Licensor Allergan shall defend any claim by any third party against promptly call to the Licensee based on the allegation that attention of Ista the use by the Licensee any Third Party of the Emissions-Related Information constitutes Ista Trademark(s) or any trademark(s) similar to the mark ▇▇▇ered by this Agreement, of which it may become aware and which it may consider to be an infringement or passing off of any intellectual property rights the Ista Trademark(s) or application thereof and unfair competition. Ista shall indemnify the Licensee for costs and damages awarded against the Licensee as a result of any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves have the right to make decide whether or not to bring proceedings against Third Parties. Such proceedings shall be at the expense of Ista. Allergan shall cooperate fully with Ista to whatever extent is deemed reasonably necessary by Ista to prosecute such action. In the event that Ista recovers damages from prosecution of such action, Ista shall retain all amounts received for such damages except that Allergan shall be entitled to reimbursement of its costs, expenses, and attorneys' fees attributable to such action (or in proportionate amounts thereof should Ista recover an insufficient amount for both parties' such costs and expenses). Ista shall not settle or compromise any change suit for infringement without the express approval of Allergan, such approval not to be unreasonably withheld. In the Emissions-Related Information. The Licensor event Ista decides not to prosecute, and Allergan reasonably determines that the failure to prosecute would adversely affect the rights of Allergan under this Agreement, Allergan shall have no responsibility for any damagesthe right, costbut not the obligation, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so prosecute such action at its own risk and liabilityexpense. The information and functionalities covered Ista shall cooperate fully with Allergan to whatever extent is deemed reasonably necessary by Allergan to prosecute such action. In the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware event that Allergan recovers its damages from prosecution of and accepts such action, Allergan shall retain amounts received for such damages except that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information Ista shall be made available for equipment entitled to reimbursement of its costs, expenses, and tool manufacturers from time attorneys' fees attributable to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee such action (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License Agreementproportionate amounts thereof should Allergan recover an insufficient amount for both parties' such costs and expenses). Allergan shall not settle or compromise any suit for infringement without the express approval of Ista.

Infringements. The If Licensee learns of any use by any person of a trademark or trade name similar to the Marks or Associated Rights, then Licensee shall as soon as practicable notify Licensor. Licensor shall defend take all reasonable and prudent actions to stop any claim by any third party against the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information activity which constitutes an infringement of any intellectual property the Marks or Associated Rights and/or the rights or application thereof and shall indemnify the granted to Licensee for costs and damages awarded against the Licensee as a result of any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves the right to make any change to the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information hereunder and shall do so at Licensor's sole cost and expense; provided, however, that Licensor shall not be obligated to enjoin any infringement occurring outside of the United States. Licensee agrees to cooperate fully with the prosecution of any action brought by Licensor in connection with any such claim of infringement. If Licensor shall not take appropriate steps to stop an infringement of the rights granted to Licensee or an infringement of the Marks or Associated Rights occurring within the United States within thirty (30) days of receiving written notice thereof from Licensee, then Licensee, at Licensee's sole cost and expense, may take such actions as Licensee in its own risk reasonable discretion deems advisable, including hiring attorneys and liability. The information and functionalities covered by suing for infringement, provided, however, that if Licensee's actions shall pertain to an infringement that commences following the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware date of and accepts that the this Agreement, then Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available obligated to reimburse Licensee within thirty (30) days of demand therefor for equipment and tool manufacturers from time any expenses, including reasonable attorneys' fees, incurred in connection with enjoining such infringement. If Licensee shall bring any action to time, but as enjoin an approximation six times per year. In no event shall infringement of the Licensor be liable Marks or Associated Rights or the rights granted to the Licensee hereunder (whether in contract, tort (including negligencethe United States following Licensor's failure to do so or outside of the United States), breach of statutory duty, restitution then Licensee shall be entitled to retain any award or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or damages received in connection therewith. Any such action brought by Licensee in connection with this License Agreementan alleged infringement may be brought in the name of Licensor, Licensee or any Affiliate or Sublicensee, or any combination thereof, as Licensee deems reasonably appropriate. Licensee shall have the right to select counsel for any such infringement action that it elects to commence, subject to the prior approval of Licensor which shall not be unreasonably withheld or delayed. If Licensee does not receive notice of disapproval from Licensor (specifying Licensor's reason(s) for such disapproval) within twenty (20) days after receipt by Licensor of Licensee's counsel selection, then Licensor shall be deemed to have consented to Licensee utilizing such counsel.

Infringements. Explanation of No Answer We suggest negotiating indemnification obligations with TIPS members on an individua basis. Each opportunity is different, and we have a different contractual relationship with TIPS than we do with TIPS members. we will negotiate the indemnification clause with TIPS members on an individual basis. Please amend the indemnification language to read: “The Licensor shall Vendor agrees to indemnify and hold harmless and defend any claim TIPS, TIPS Member(s), officers and employees from and against all claims and suits by any third party against the Licensee parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the allegation that part of the use Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of damages as agreed by the Licensee parties or as ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any dispute resulting in litigation.” Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex Loc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes Payment Terms: TIPS or TIPS Members shall not be liable for interest or late payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the Emissions-Related Information constitutes an infringement jurisdiction of the TIPS Member. Funding Out Clause: Vendor agrees to abide by the laws and regulations, including Texas Local Government Code § 271.903, or any statutory or regulatory limitations of the jurisdiction of any intellectual property rights TIPS Member which governs contracts entered into by the Vendor and TIPS or application thereof and shall indemnify the Licensee for costs and damages awarded against the Licensee as a result of any such claim. As TIPS Member that requires all contracts approved by TIPS or a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating TIPS Member are subject to the infringement or the alleged infringement; budgeting and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation appropriation of liability The Licensor reserves the right to make any change to the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so at its own risk and liability. The information and functionalities covered currently available funds by the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published entity or providedits governing body. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwiseSee statute(s) for any injury, death, damage specifics or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill consult your legal counsel. Not a negotiable term. Failure to agree will render your proposal non-responsive and like loss) howsoever arising out of or in connection with this License Agreement.it will not be considered. Do you agree to these terms? Yes

Infringements. The Licensor shall defend any claim (a) Comvita represents and warrants as at the Commencement Date that it is only aware of an Infringement by any third Brightwake Limited (trading as Advancis Medical) and a potential Infringement by Manuka Medical Limited. Details of this Infringement and potential Infringement have been provided by Comvita to Derma Sciences prior to the Commencement Date. (b) Following the Commencement Date each party against will tell the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement other party without delay if it becomes aware of any intellectual property rights or application thereof Infringement. The parties will then discuss the best way to deal with the Infringement. 10.01 licence agmt with redactions Licence Agreement 20 (c) The parties agree that it is their intention to collaborate together in dealing with Infringements, and shall indemnify to share in the Licensee for costs incurred and damages awarded against the Licensee as on a result of any such claim50/50 basis. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement If agreement cannot be reached: (i) Comvita or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves its licensor will have the right to make any change to but not the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so obligation at its own risk cost to take such action as it thinks appropriate; and (ii) Derma Sciences will agree to assist and if necessary be joined in any suit to enforce the relevant Intellectual Property Rights, subject to Derma Sciences being indemnified and secured as to costs, expenses, damages and liability. The information and functionalities covered . (d) Any damages or other amounts received from an action by Comvita under clause 8.2(c) will be for the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published sole account of Comvita or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor its licensor. (e) If Comvita or its licensor does not guarantee wish to take such action or fails to do so within a reasonable period in the correctnesscircumstances, timelinessDerma Sciences: (i) will have the right but not the obligation to take such action at its own cost; and (ii) may join Comvita or its licensor to any relevant proceedings to the extent necessary for the purpose. In doing so, sequence, accuracy Derma Sciences will not be regarded as acting on behalf of Comvita or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to timeits licensor, but as an approximation six times per year. In no event shall the Licensor be liable Comvita or its licensor will give all reasonable help at Derma Sciences’ expense to the Licensee facilitate any such Infringement proceedings by Derma Sciences. (whether in contractf) Derma Sciences will: (i) keep Comvita fully informed of all matters relating to such proceedings; (ii) indemnify Comvita or its licensor against all costs, tort (including negligence)expenses, breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill damages and like loss) howsoever arising out of or liability in connection with this License Agreementsuch proceedings; and (iii) get Comvita’s or its licensor’s written consent before making any statement (whether express or implied) about the validity or enforceability of any Patent Rights, Know-How or Trade Marks, or any liability of Comvita or its licensor. (g) Any damages or other amounts received from an action by Derma Sciences under clause 8.2(e) will be for the sole account of Derma Sciences.

Infringements. The Licensee shall inform Licensor shall defend forthwith if Licensee learns of any claim by goods or activities which infringe the Licensed Products, or learns of any third party against the Licensee based on the allegation that the use by the Licensee other infringement of the Emissions-Related Information constitutes an infringement Trademark or the Intellectual Property or of any other intellectual property rights now or application thereof hereafter owned by Licensor. Licensee shall provide information, cooperation, and assistance to Licensor concerning such infringements, including without limitation, in any further investigation and/or legal action. Upon learning of such infringements, Licensor shall indemnify have the Licensee for costs right, but not the obligation, at its sole discretion and damages awarded against expense, to take such action as Licensor considers necessary or appropriate to enforce Licensor’s rights, including without limitation legal action to suppress or eliminate the Licensee as a result of infringements, and/or to settle any such claimdispute and/or action. As a condition of this indemnity Upon Licensor’s request, Licensee shall join and participate in any proceeding against counterfeiters and/or infringers in the Licensee shall: notify the Territory; provided that Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves shall have the right to make any change terminate this Agreement and not so to join or participate. If Licensor joins in such proceeding or is named as a defendant in a legal proceeding involving the Emissions-Related Information. The Trademark or the Intellectual Property, Licensor shall have no responsibility for any damagesthe right to interplead all royalties due hereunder pending the resolution of such proceedings. Licensor shall bear all reasonable costs and expenses (including reasonable attorneys’ fees) of Licensee’s participation in such proceedings. Licensor shall also be entitled to seek and recover all costs, costexpenses, loss and damages resulting from such infringements, including without limitation sums which might otherwise be due Licensee by operation of business law or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunctionotherwise, defect or disturbance hereof. The and Licensor and Licensee shall be solely responsible for share equitably in any amounts recovered by Licensor. Licensee shall have no authority to enforce the use rights of the Emissions-Related Information and shall do so at its own risk and liability. The information and functionalities covered by the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event Licensee shall have the reasonable right to demand or control action by Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License Agreementenforce such rights.

Infringements. The Licensor shall defend In the event that Licensee learns of any claim infringement or imitation of the Licensed Mark ▇▇ of any use by any third party against person of a trademark similar to the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement Licensed Mark ▇▇ of any intellectual property acts of unfair competition involving the Licensed Mark, ▇▇ will promptly notify Licensor thereof. Licensor will take such action as it deems advisable for the protection of Licensor's rights or application thereof in and shall indemnify the Licensee for costs and damages awarded against the Licensee as a result of any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves the right to make any change to the Emissions-Related Information. The Licensor shall have no responsibility for any damagesLicensed Mark, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so at its own risk and liability. The information and functionalities covered by the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include▇▇cluding, without limitation, pure economic lossrequesting Licensee to take action in Licensor's name and on Licensor's behalf and Licensee shall cooperate with Licensor in all material and reasonable respects, loss of profitsprovided that Licensee need not take action if it reasonably determines not to do so. With respect to any such infringement actions taken by Licensee, loss of businessLicensee shall bear the expenses thereof. If Licensee determines not to take any action and Licensor then decides it will take action relative thereto, depletion of goodwill and like loss) howsoever arising out of or Licensor will bear its expenses in connection therewith. Licensee will cooperate with this License Agreement.Licensor with regard to any such action. Licensor will not be required to take any action it deems inadvisable and Licensee will have no right to take any action with respect to the Licensed Mark ▇▇▇hout Licensor's prior written approval. Licensee will take no action, including, without limitation, settling any action, appealing any adverse decision or discontinuing any action taken by it, except to the extent the same is approved in advance by Licensor. [INFORMATION SUBJECT TO PENDING CONFIDENTIALITY REQUEST]

Infringements. The Licensor (a) Although Supplier believes that Licensee's contemplated use of the Base Technology and Patents pursuant to the license granted by Section 3(a) will not infringe any valid patent, trade secret, or other intellectual property right of a third party in the Territory, it cannot warrant this as a fact. Accordingly, Supplier's sole responsibility, and Licensee's exclusive remedy, in connection with any claim of such infringement shall be to defend any claim by any third party suit or proceeding brought against the Licensee so far as it is based on the allegation a claim that the use by the Licensee of the Emissions-Related Information constitutes an infringement of any intellectual property rights or application thereof and shall indemnify the Licensee for costs and damages awarded against the Licensee as a result of any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves the right to make any change to the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information Base Technology or Patents by Licensee or its customers constitutes an infringement or misappropriation of the rights of a third party, provided Supplier is notified within ten (10) calendar days after the commencement of such suit or proceeding and receives Licensee's full and complete authority, information, and assistance (at Supplier's expense) for its defense; and Supplier shall do so pay all damages and costs awarded in the action against Licensee, but shall not be responsible for any compromise made without its consent. If such use of the Base Technology or Patents is claimed or held to constitute such an infringement, or if Supplier determines that such claim or holding is likely to be made, Supplier, at its own risk option and liabilityexpense, may either procure for Licensee the right to continue using the allegedly infringing item; modify the item so that it becomes non-infringing; replace the item with a non-infringing counterpart; or terminate the associated license rights, require the return of the applicable material, and, if appropriate, adjust or refund the payments made or to be made by Licensee. The information foregoing indemnity shall not apply to the extent that the claim of infringement either is based upon Licensee's use of the allegedly infringing item with an article or process developed by Licensee or obtained from a third party, or arises from Licensee's activities outside the scope of the Section 3 (a) license, or arises from uses of the Product by Licensee's customers in ways that were not intended. (b) If either party learns of any possible infringement or misappropriation of Supplier's rights in the Base Technology, Patents or Product, it shall give notice thereof to the other party. Licensee agrees to cooperate with the Supplier's reasonable efforts to seek legal remedies for such infringements and functionalities covered by misappropriations. (c) Supplier makes no warranty and undertakes no liability or responsibility with respect to Licensee's use of the Emissions-Related Information Trademarks in the Territory. Licensee shall research the availability of the Trademarks for use and registration in the Territory before actually using them; notify Supplier if it has reason to believe that the Trademarks are based on not available and cooperate with Supplier in determining an appropriate course of action; and indemnify Supplier and hold it harmless from any infringement claims that arise in connection with Licensee's use of the Licensor’s best knowledge Trademarks unless, despite Licensee's notice of unavailability, Supplier requires their use and agrees to assume responsibility therefor. (d) Supplier does not hereby assume any liability or obligation in connection with infringement claims relating to its New Developments. Rather, any such liability or obligation shall be subject to good faith negotiation between the parties at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. seeks rights to such New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time Development pursuant to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwiseSection 4(a) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License Agreementabove.

Infringements. The (a) Although Licensor shall defend any claim by any third party against the Licensee based on the allegation believes that the use by the Licensee of the Emissions-Related Information constitutes an infringement of any intellectual property rights or application thereof and shall indemnify the Licensee for costs and damages awarded against the Licensee as a result of any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves the right to make any change to the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the Licensee's contemplated use of the Emissions-Related Information and shall do so Licensed Technology pursuant to the license granted by ARTICLE 2 above will not infringe any valid patent, trade secret, or other intellectual property right of a third party in the Territory, it cannot warrant this as a fact. Accordingly, in the event of any alleged infringement of third party intellectual property rights, Licensor may, at its own risk expense and liabilityas its sole obligation and Licensee’s exclusive remedy, in connection with any claim of such infringement select one of the following remedies, in its sole discretion: (i) replacement of the infringing Licensed Technology with equivalent non-infringing Licensed Technology, (ii) modification of the infringing Licensed Technology so that it is no longer infringing, (iii) acquisition of a license to the infringing Licensed Technology so that Licensee’ use of the Licensed Technology is no longer infringing, or, if none of the foregoing options are reasonably available to Licensor, or (iv) termination of the License with respect to the infringing portion of the Licensed Technology, provided that there has been a full and final adjudication of the infringement ruling by a court of competent jurisdiction and all avenues of appeal have been exhausted in which case the royalty hereunder shall be equitably adjusted downward per good faith mutual agreement of the parties. (v) If either party learns of any possible infringement or misappropriation of Licensor’s rights in the Licensed Technology it shall give notice thereof to the other party. The information and functionalities covered by the Emissions-Related Information are based on Licensee agrees to cooperate with the Licensor’s best knowledge at reasonable efforts to seek legal remedies for such infringements and misappropriations. (vi) Licensee shall have the time it was published right but shall not be obligated to prosecute or provided. The Emissions-Related Information is accordingly provided “AS IS” defend any infringement action or proceeding related to the Licensed Technology and to assume the Licensee is aware defense of Licensor in any such action and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time entitled to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee offset all expenses (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms includeincluding, without limitation, pure economic lossattorneys’ fees), loss costs and losses (including, without limitation, any amounts paid in settlement) related thereto from any other amounts due or payable under the terms of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License Agreement.

Infringements. The Licensor 10.1. Each of the Parties shall take commercially reasonable efforts to protect the licenses granted to the other Party hereunder from misappropriation, infringement and unauthorized use when, from its own knowledge or upon notice from the other Party, such Party becomes aware of the reasonable probability that such misappropriation, infringement or unauthorized use exists. Each of the Parties shall promptly notify the other Party if it becomes aware of infringement, misappropriation or unauthorized use of the licensed Intellectual Property hereunder or any part thereof. Nothing contained herein shall derogate from the rights of any Party to defend and protect such intellectual property rights and Technology owned by such Party. 10.2. In the event of any claim infringement, misappropriation or unauthorized use by any a third party against the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement of any intellectual property rights or application thereof and shall indemnify in the Licensee Improvement (with respect to Licensee) or the Licensed Technology (with respect to Licensor) which was licensed to the other Party, then: 10.2.1. Where such infringement, misappropriation or unauthorized use is of the Licensed Technology, within the Field of License: (A) Licensor shall notify Licensee in writing as soon as reasonably practicable and in any case within ten (10) Business Days of learning of such matter; and (B) Licensee shall have the first right, but not the obligation, to file a claim against such misappropriation or infringement in the Field of License, provided that it has informed Licensor in writing within 30 days of Licensor’s above notice, of its decision to enforce the applicable intellectual property rights. In case the infringement, misappropriation or unauthorized use is both within the Field of License and outside the Field of License and the Licensor wishes to file legal action for costs the enforcement of the Licensed Technology, Licensee shall have the right to join such proceeding as an additional plaintiff and damages awarded file a statement of claim on its behalf, with respect to such part of the infringement, misappropriation or unauthorized use which is within the Field of License, at Licensee’s cost and expense and otherwise in accordance with the provisions below applicable to filing of legal claims by Licensee below, which shall apply, mutatis mutandis. In case such authority to file an enforcement claim against an infringer is not granted to the Licensee under applicable laws or regulations, Licensor shall grant Licensee such authorizations required to conduct such proceedings, in every relevant jurisdiction in which the infringement in the Field of the License occurred. The expenses of such suit or suits that Licensee elects to bring, including any expenses incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Licensor free, clear and harmless from and against any and all costs of such litigation and any liabilities or losses arising therefrom, including reasonable attorneys’ fees; and any and all proceeds derived from any such proceeding managed by Licensee shall be for the account of Licensee. Licensee shall not compromise or settle such litigation without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed, provided however, that Licensee shall be entitled to compromise or settle such litigation, without the prior written consent of the Licensor, if such compromise or settlement is monetary only, borne entirely by Licensee and does not in any way affect the Licensor’s rights in the Licensed Technology (as a result Licensee shall notify Licensor in writing (providing sufficient detail of the proposed compromise or settlement) prior to such compromise or settlement). Notwithstanding any of the foregoing, if Licensee does not take action in the prosecution, prevention, or termination of any such claimmisappropriation, and has not commenced negotiations with the Person performing the misappropriation for the discontinuance of the said misappropriation (subject to the right of Licensor to participate in such prosecution or negotiation with counsel at its own expense, provided that the control of such prosecution or negotiation is left with Licensee), within 30 (thirty) days after such time when Licensee became aware of the existence of such misappropriation, then Licensor shall have the right but not the obligation to file a claim against such misappropriation, and in that case this Section shall apply but any reference to Licensee shall be deemed to be a reference to Licensor and vice versa. As In the event that Licensee shall notify Licensor that it wishes to sue for such infringement or misappropriation within the Field of License, Licensee shall, as part of such notification, advise Licensor of its choice of legal counsel to represent Licensee in such suit, who must be a condition reputable lawyer with experience in intellectual property litigation. Licensor may elect, at its own initiative, to join as a party to such suit and be named as a party to such suit (and Licensee will consent with regard to any jurisdiction where this is required in order for suit to be brought). Licensor may elect to be represented in such suit by ▇▇▇▇▇▇▇▇’s choice of this indemnity legal counsel (subject to any limitations arising from a potential conflict of interests at the discretion of such counsel), or at any time during such suit, engage its own legal counsel therein. 10.2.2. where such infringement, misappropriation or unauthorized use is of the Licensee shallImprovements, outside the Field of License: (A) Licensee shall notify the Licensor promptly in writing as soon as reasonably practicable and in any case within ten (10) Business Days of any allegation learning of such matter: and (B) Licensor shall have the first right, but not the obligation, to file a claim against such misappropriation or infringement outside the Field of License, provided that it has informed Licensee in writing within 30 days of Licensee’s above notice, of its decision to enforce the applicable intellectual property rights. In case the infringement; make no admission relating , misappropriation or unauthorized use is both outside the Field of License and within the Field of License and the Licensee wishes to file legal action for the infringement or enforcement of the alleged infringement; and allow the Licensee Improvements, Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves shall have the right to make any change join such proceeding as an additional plaintiff and file a statement of claim on its behalf, with respect to such part of the infringement, misappropriation or unauthorized use which is outside the Field of License at Licensor’s cost and expense and otherwise in accordance with the provisions below applicable to filing of legal claims by Licensor below, which shall apply, mutatis mutandis. In case such authority to file an enforcement claim against an infringer is not granted to the Emissions-Related InformationLicensor under applicable laws or regulations, Licensee shall grant Licensor such authorizations required to conduct such proceedings, in every relevant jurisdiction in which the infringement outside the Field of the License occurred. The expenses of such suit or suits that Licensor elects to bring, including any expenses incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensor and Licensor shall have no responsibility hold Licensee free, clear and harmless from and against any and all costs of such litigation and any liabilities or losses arising therefrom, including reasonable attorneys’ fees; and any and all proceeds derived from any such proceeding managed by Licensor shall be for the account of Licensor. Licensor shall not compromise or settle such litigation without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed, provided however, that Licensor shall be entitled to compromise or settle such litigation, without the prior written consent of the Licensee, if such compromise or settlement is monetary only, borne entirely by Licensor and does not in any damages, cost, loss of business or other liability which way affect the Licensee’s rights in the Licensee may suffer Improvements (as a result Licensor shall notify Licensee in writing (providing sufficient detail of the proposed compromise or settlement) prior to such compromise or settlement). Notwithstanding any of the foregoing, if Licensor does not take action in the prosecution, prevention, or termination of any change such misappropriation, and has not commenced negotiations with the Person performing the misappropriation for the discontinuance of the said misappropriation (subject to the Emissions-Related Information right of Licensee to participate in such prosecution or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so negotiation with counsel at its own risk expense, provided that the control of such prosecution or negotiation is left with Licensor), within 30 (thirty) days after such time when Licensor became aware of the existence of such misappropriation, then Licensee shall have the right but not the obligation to file a claim against such misappropriation, and liabilityin that case this Section shall apply but any reference to Licensor shall be deemed to be a reference to Licensee and vice versa. The information In the event that Licensor shall notify Licensee that it wishes to sue for such infringement or misappropriation outside the Field of License, Licensor shall, as part of such notification, advise Licensee of its choice of legal counsel to represent Licensor in such suit, who must be a reputable lawyer with experience in intellectual property litigation. Licensee may elect, at its own initiative, to join as a party to such suit and functionalities covered be named as a party to such suit (and Licensor will consent with regard to any jurisdiction where this is required in order for suit to be brought). Licensee may elect to be represented in such suit by the Emissions-Related Information are based on the Licensor’s best knowledge choice of legal counsel (subject to any limitations arising from a potential conflict of interests at the discretion of such counsel), or at any time it was published or providedduring such suit, engage its own legal counsel therein. 10.3. The Emissions-Related Information is accordingly provided “AS IS” Except as set forth under Section ‎10.2 above, and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable subject to the Licensee (whether in contractprovisions thereof, tort (including negligence), breach each Party shall assume and pay all of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or its own out-of-pocket costs incurred in connection with any litigation or proceedings described in this License AgreementSection ‎10, including the costs and expenses of that Party’s counsel, and shall be entitled to any monetary payment ruled in its favor in such litigation or proceeding, unless otherwise expressly agreed upon between the relevant Parties. 10.4. In the event that either Licensor or Licensee takes action pursuant to this Section ‎10, the other Party shall cooperate with the Party so acting to the extent reasonably possible.

Infringements. The Licensor 10.1. Each of the Parties shall take commercially reasonable efforts to protect the licenses granted to the other Party hereunder from misappropriation, infringement and unauthorized use when, from its own knowledge or upon notice from the other Party, such Party becomes aware of the reasonable probability that such misappropriation, infringement or unauthorized use exists. Each of the Parties shall promptly notify the other Party if it becomes aware of infringement, misappropriation or unauthorized use of the licensed Intellectual Property hereunder or any part thereof. Nothing contained herein shall derogate from the rights of any Party to defend and protect such intellectual property rights and Technology owned by such Party. 10.2. In the event of any claim infringement, misappropriation or unauthorized use by any a third party against the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement of any intellectual property rights or application thereof and shall indemnify in the Licensee Improvement (with respect to Licensee) or the Licensed Technology (with respect to Licensor) which was licensed to the other Party, then: 10.2.1. Where such infringement, misappropriation or unauthorized use is of the Licensed Technology, within the Field of License: (A) Licensor shall notify Licensee in writing as soon as reasonably practicable and in any case within ten (10) Business Days of learning of such matter; and (B) Licensee shall have the first right, but not the obligation, to file a claim against such misappropriation or infringement in the Field of License, provided that it has informed Licensor in writing within 30 days of Licensor’s above notice, of its decision to enforce the applicable intellectual property rights. In case the infringement, misappropriation or unauthorized use is both within the Field of License and outside the Field of License and the Licensor wishes to file legal action for costs the enforcement of the Licensed Technology, Licensee shall have the right to join such proceeding as an additional plaintiff and damages awarded file a statement of claim on its behalf, with respect to such part of the infringement, misappropriation or unauthorized use which is within the Field of License, at Licensee’s cost and expense and otherwise in accordance with the provisions below applicable to filing of legal claims by Licensee below, which shall apply, mutatis mutandis. In case such authority to file an enforcement claim against an infringer is not granted to the Licensee under applicable laws or regulations, Licensor shall grant Licensee such authorizations required to conduct such proceedings, in every relevant jurisdiction in which the infringement in the Field of the License occurred. The expenses of such suit or suits that Licensee elects to bring, including any expenses incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Licensor free, clear and harmless from and against any and all costs of such litigation and any liabilities or losses arising therefrom, including reasonable attorneys’ fees; and any and all proceeds derived from any such proceeding managed by Licensee shall be for the account of Licensee. Licensee shall not compromise or settle such litigation without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed, provided however, that Licensee shall be entitled to compromise or settle such litigation, without the prior written consent of the Licensor, if such compromise or settlement is monetary only, borne entirely by Licensee and does not in any way affect the Licensor’s rights in the Licensed Technology (as a result Licensee shall notify Licensor in writing (providing sufficient detail of the proposed compromise or settlement) prior to such compromise or settlement). Notwithstanding any of the foregoing, if Licensee does not take action in the prosecution, prevention, or termination of any such claimmisappropriation, and has not commenced negotiations with the Person performing the misappropriation for the discontinuance of the said misappropriation (subject to the right of Licensor to participate in such prosecution or negotiation with counsel at its own expense, provided that the control of such prosecution or negotiation is left with Licensee), within 30 (thirty) days after such time when Licensee became aware of the existence of such misappropriation, then Licensor shall have the right but not the obligation to file a claim against such misappropriation, and in that case this Section shall apply but any reference to Licensee shall be deemed to be a reference to Licensor and vice versa. As In the event that Licensee shall notify Licensor that it wishes to ▇▇▇ for such infringement or misappropriation within the Field of License, Licensee shall, as part of such notification, advise Licensor of its choice of legal counsel to represent Licensee in such suit, who must be a condition reputable lawyer with experience in intellectual property litigation. Licensor may elect, at its own initiative, to join as a party to such suit and be named as a party to such suit (and Licensee will consent with regard to any jurisdiction where this is required in order for suit to be brought). Licensor may elect to be represented in such suit by Licensee’s choice of this indemnity legal counsel (subject to any limitations arising from a potential conflict of interests at the discretion of such counsel), or at any time during such suit, engage its own legal counsel therein. 10.2.2. where such infringement, misappropriation or unauthorized use is of the Licensee shallImprovements, outside the Field of License: (A) Licensee shall notify the Licensor promptly in writing as soon as reasonably practicable and in any case within ten (10) Business Days of any allegation learning of such matter: and (B) Licensor shall have the first right, but not the obligation, to file a claim against such misappropriation or infringement outside the Field of License, provided that it has informed Licensee in writing within 30 days of Licensee’s above notice, of its decision to enforce the applicable intellectual property rights. In case the infringement; make no admission relating , misappropriation or unauthorized use is both outside the Field of License and within the Field of License and the Licensee wishes to file legal action for the infringement or enforcement of the alleged infringement; and allow the Licensee Improvements, Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves shall have the right to make any change join such proceeding as an additional plaintiff and file a statement of claim on its behalf, with respect to such part of the infringement, misappropriation or unauthorized use which is outside the Field of License at Licensor’s cost and expense and otherwise in accordance with the provisions below applicable to filing of legal claims by Licensor below, which shall apply, mutatis mutandis. In case such authority to file an enforcement claim against an infringer is not granted to the Emissions-Related InformationLicensor under applicable laws or regulations, Licensee shall grant Licensor such authorizations required to conduct such proceedings, in every relevant jurisdiction in which the infringement outside the Field of the License occurred. The expenses of such suit or suits that Licensor elects to bring, including any expenses incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensor and Licensor shall have no responsibility hold Licensee free, clear and harmless from and against any and all costs of such litigation and any liabilities or losses arising therefrom, including reasonable attorneys’ fees; and any and all proceeds derived from any such proceeding managed by Licensor shall be for the account of Licensor. Licensor shall not compromise or settle such litigation without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed, provided however, that Licensor shall be entitled to compromise or settle such litigation, without the prior written consent of the Licensee, if such compromise or settlement is monetary only, borne entirely by Licensor and does not in any damages, cost, loss of business or other liability which way affect the Licensee’s rights in the Licensee may suffer Improvements (as a result Licensor shall notify Licensee in writing (providing sufficient detail of the proposed compromise or settlement) prior to such compromise or settlement). Notwithstanding any of the foregoing, if Licensor does not take action in the prosecution, prevention, or termination of any change such misappropriation, and has not commenced negotiations with the Person performing the misappropriation for the discontinuance of the said misappropriation (subject to the Emissions-Related Information right of Licensee to participate in such prosecution or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so negotiation with counsel at its own risk expense, provided that the control of such prosecution or negotiation is left with Licensor), within 30 (thirty) days after such time when Licensor became aware of the existence of such misappropriation, then Licensee shall have the right but not the obligation to file a claim against such misappropriation, and liabilityin that case this Section shall apply but any reference to Licensor shall be deemed to be a reference to Licensee and vice versa. The information In the event that Licensor shall notify Licensee that it wishes to ▇▇▇ for such infringement or misappropriation outside the Field of License, Licensor shall, as part of such notification, advise Licensee of its choice of legal counsel to represent Licensor in such suit, who must be a reputable lawyer with experience in intellectual property litigation. Licensee may elect, at its own initiative, to join as a party to such suit and functionalities covered be named as a party to such suit (and Licensor will consent with regard to any jurisdiction where this is required in order for suit to be brought). Licensee may elect to be represented in such suit by the Emissions-Related Information are based on the Licensor’s best knowledge choice of legal counsel (subject to any limitations arising from a potential conflict of interests at the discretion of such counsel), or at any time it was published or providedduring such suit, engage its own legal counsel therein. 10.3. The Emissions-Related Information is accordingly provided “AS IS” Except as set forth under Section ‎10.2 above, and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable subject to the Licensee (whether in contractprovisions thereof, tort (including negligence), breach each Party shall assume and pay all of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or its own out-of-pocket costs incurred in connection with any litigation or proceedings described in this License AgreementSection ‎10, including the costs and expenses of that Party’s counsel, and shall be entitled to any monetary payment ruled in its favor in such litigation or proceeding, unless otherwise expressly agreed upon between the relevant Parties. 10.4. In the event that either Licensor or Licensee takes action pursuant to this Section ‎10, the other Party shall cooperate with the Party so acting to the extent reasonably possible.

Infringements. (a) The Licensor party to this AGREEMENT first having knowledge of any imitations of any PRODUCT or of any actual, suspected or threatened misuse or infringement (hereinafter collectively "infringement") of any INTELLECTUAL PROPERTY RIGHTS (as such term is defined in the RESEARCH AND DEVELOPMENT AGREEMENT) necessary or materially useful to manufacture, import, offer for sale, sell, or otherwise use one or more PRODUCTS, shall defend promptly notify the other in writing and shall provide the other with any claim available evidence thereof. The notice shall set forth the relevant facts in reasonable detail. (b) Unless otherwise prohibited by law, prior agreement, or regulation, (i) APOLLON (or its licensor, if applicable, shall have the primary right in the first instance, but not the obligation, to institute, prosecute, and control any third party against action or proceeding with respect to the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement of any intellectual property rights APOLLON INTELLECTUAL PROPERTY RIGHTS or application thereof those covered by a UNIVERSITY LICENSE, and (ii) ACY shall indemnify have the Licensee for costs primary right in the first instance, but not the obligation, to institute, prosecute, and damages awarded against the Licensee as a result of control any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating action or proceeding with respect to the infringement of any INTELLECTUAL PROPERTY RIGHTS owned or licensed by ACY (other than any licensed or sublicensed pursuant to the alleged infringement; and allow RESEARCH AND DEVELOPMENT AGREEMENT or under any UNIVERSITY LICENSE) or INTELLECTUAL PROPERTY RIGHTS relating to a JOINT THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. INVENTION, in each case by counsel of its own choice. With respect to any particular infringement proceeding, the Licensor party which is the primary party pursuant to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves preceding sentence (the "PRIMARY PARTY"), shall have the right to make any change control such action; provided, however, that the other party (the "non-PRIMARY PARTY") shall have the right, at its own expense, to intervene (to the Emissions-Related Informationextent permitted by law) and be represented in that action by counsel of its own choice. The Licensor shall have no responsibility for PRIMARY PARTY may not, without the prior written consent of the non-PRIMARY PARTY (which consent may not be unreasonably withheld), enter into any damages, cost, loss of business agreement or other liability arrangement effecting a settlement of such infringement action which imposes any obligations or restrictions on the Licensee may suffer as a result of any change to the Emissionsnon-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for PRIMARY PARTY regarding the use of the EmissionsINTELLECTUAL PROPERTY RIGHTS which were the subject of such infringement action. (c) If the PRIMARY PARTY brings an infringement action and the non-Related Information PRIMARY PARTY determines to pursue such action or proceeding also, the non-PRIMARY PARTY shall, within thirty (30) days of receipt of notice by the non-PRIMARY PARTY of the initiation of suit by such PRIMARY PARTY, notify the PRIMARY PARTY of its desire to be joined as a party plaintiff, and shall do thereafter agree to join as a party plaintiff within fifteen (15) days of its notice of such desire to the PRIMARY PARTY (to the extent such party is permitted by law to so at its own risk join); and liabilityfurther, shall give the PRIMARY PARTY reasonable assistance and authority to file and prosecute such infringement action. The information out-of-- THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. pocket costs and functionalities covered expenses reasonably incurred by the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” PRIMARY PARTY in bringing and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee maintaining any such infringement action (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms includeincluding, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like lossany such payments made to APOLLON'S licensors as required by any UNIVERSITY LICENSE) howsoever arising shall be reimbursed first out of any damages or other monetary awards recovered. Any remaining damages or other monetary awards shall be divided on an equitable basis, taking into account the parties relative lost revenues and profits or royalty income, as applicable and as such are allocated or payable hereunder. (d) If the PRIMARY PARTY brings an infringement action and the non-PRIMARY PARTY determines not to pursue such action or proceeding, the non-PRIMARY PARTY nevertheless agrees to be joined as a party plaintiff (if permitted by law and if the PRIMARY PARTY so requests) and to give the PRIMARY PARTY reasonable assistance and authority to file and prosecute the suit. In such case, the PRIMARY PARTY shall bear all costs associated therewith and be entitled to all damages or other monetary awards to the exclusion of the non-PRIMARY PARTY. If the PRIMARY PARTY does not request that the non-PRIMARY PARTY be joined as a party plaintiff, the non-PRIMARY PARTY nevertheless agrees to give the PRIMARY PARTY reasonable assistance in connection any such proceedings or preparation therefor, at the PRIMARY PARTY's request and expense. (e) Should the PRIMARY PARTY lack standing to bring an infringement action, the non-PRIMARY PARTY shall bring such action at the request of the PRIMARY PARTY upon an THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. undertaking by the PRIMARY PARTY to indemnify and hold the non-PRIMARY PARTY harmless (to the extent permitted by law) from all consequent liability. (f) If the PRIMARY PARTY fails to bring an action or proceeding within one hundred and eighty (180) days after written notification of actual infringement of a substantial nature (which, for purposes hereof shall mean that the infringing competitor has 20% of the relevant market share that would reasonably inure to PRODUCT sold hereunder, but for such infringing sales, as such market share is measured by IMS or other industry-accepted marketing survey services) the non-PRIMARY PARTY shall have the right, but not the obligation, to bring and control any such action by counsel of its own choice, and at its own expense, and the PRIMARY PARTY (and/or its licensor) shall have the right to be represented in any such action by counsel of its own choice at its own expense. Any out-of-pocket costs and expenses reasonably incurred by the non-PRIMARY PARTY pursuant to this Subparagraph (f) (including, without limitation, any such payments made to APOLLON'S licensors as required by any UNIVERSITY LICENSE) shall be reimbursed first out of any damages or other monetary awards recovered. Any remaining damages or other monetary awards shall be divided on an equitable basis, as set forth in Paragraph 9.1(c) above. (g) The foregoing clauses (b) through (f) of this Paragraph 9.1 shall also apply to the issues of control of any action, costs and expenses, and recoveries in the event a third THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. party brings an action for declaratory judgment of invalidity and non-infringement with respect to any INTELLECTUAL PROPERTY RIGHTS. (h) Each party hereto shall promptly bring to the attention of the other any information which it may receive indicating that any issued patent would be infringed by the manufacture, use, importation, offer for sale or sale of a PRODUCT. If a party to this License AgreementAGREEMENT receives a claim of infringement from a third party relating to the manufacture, use, importation, offer for sale or sale of a PRODUCT, it shall promptly notify the other. The parties shall cooperate in all reasonable respects in the resolution of any such claim of infringement and the defense of any lawsuit arising thereunder. (i) Capitalized terms used but not defined in this Article IX shall have the meanings provided to such terms in the RESEARCH AND DEVELOPMENT AGREEMENT.

Infringements. The Licensee shall promptly notify Licensor, in writing, of any imitations or infringements of the Licensed Property or the rights licensed hereunder which may come to Licensee's attention. Licensor shall defend have the sole right to determine whether or not any claim by demand, suit or other action shall be taken on account of or with reference to any third party against the such infringements or imitations; and Licensee based shall not institute any suit or take any action on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement account of any intellectual property rights such infringements or application thereof and imitations without first obtaining the express written consent of Licensor to do so. Licensor shall indemnify have the right (but not the obligation) to commence or prosecute any suits or make any such demands in its own name or in the name of Licensee for costs and damages awarded against the or join Licensee as a result party thereto. Subject to the Licensee being indemnified by the Licensor in respect of any such claim. As a condition of this indemnity costs, fees (including legal fees) and expenses it may incur in connection therewith, the Licensee shall: notify the shall cooperate with Licensor promptly as a party thereto and/or in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the manner that Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance may request in connection herewithwith any such demand, suits, claims or other actions. Disclaimer / Limitation of liability The Licensor reserves the right With respect to make any change to the Emissions-Related Information. The all claims and suits, including suits in which Licensee is joined as a party, Licensor shall have no responsibility for the sole right to employ counsel of its choosing, and to direct the handling of the litigation and any settlement thereof. Licensor shall be entitled to receive and retain all amounts awarded as damages, costprofits or otherwise in connection with such suits, loss of business or other liability which the Licensee may suffer as a result of any change subject to the Emissions-Related Information or for the malfunction, defect or disturbance hereofpayment of Licensee's costs and expenses as provided above. The Licensee Nothing herein shall be solely responsible for the use construed as imposing any duty or obligation upon Licensor to take any action against any alleged infringer, nor to relieve Licensee from full compliance with any of the Emissions-Related Information and shall do so at its own risk and liability. The information and functionalities covered by terms of this Agreement in the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts event that the Licensor does not guarantee take any such action or is unsuccessful in its action against any alleged infringer. 12.1 Notwithstanding anything to the correctnesscontrary in this Agreement, timeliness, sequence, accuracy under no circumstances shall Licensor or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor Licensee be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) other for any injury, death, damage or direct, indirect loss of profit or consequential loss in respect of a breach of any representation, warranty, obligation, undertaking, commitment or other provision in the Principal Terms or these Standard Terms and Conditions. 12.2 Each party’s maximum aggregate liability to the other under this Agreement, whether in respect of a breach of the Principal Terms or these Standard Terms and Conditions (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or other than in connection with this License AgreementLicensee's warranty or undertaking regarding (a) product liability claims related to the Licensed Products and/or claims involving injury or death, and (b) damage or injury to the Licensed Property and/or any goodwill associated therewith), shall be limited to *** Pounds Sterling (£***).

Infringements. The Licensor shall defend If LICENSEE learns of (i) any use by any person of the LICENSED ▇▇▇▇ that infringes or otherwise violates the trademark rights of LICENSOR, or that interferes with LICENSEE’s license rights under this Agreement, (ii) any other infringement or violation of any copyright or other proprietary right of LICENSOR, or (iii) any claim by any a third party against the Licensee based on the allegation that the use by the Licensee of the Emissions-Related Information constitutes an infringement of any intellectual property rights or application thereof and shall indemnify the Licensee for costs and damages awarded against the Licensee as a result of any such claim. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor all reasonable assistance in connection herewith. Disclaimer / Limitation of liability The Licensor reserves the right to make any change to the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information LICENSED ▇▇▇▇ or any copyright or other proprietary right by LICENSEE hereunder infringes or otherwise violates the rights of such third party, then LICENSEE shall promptly notify LICENSOR and, if requested by LICENSOR, shall join with LICENSOR, at LICENSOR’s expense, in such action as LICENSOR, in its sole discretion, may deem advisable for the protection of its (or its Affiliates’) rights in and to the LICENSED ▇▇▇▇ or such copyright or other proprietary right. Nothing contained herein, however, shall require LICENSOR to take any action if it deems it inadvisable to do so so. In the event of any such infringement which has a material adverse impact on the rights being granted hereunder with respect to such LICENSED ▇▇▇▇, LICENSEE shall have the right to terminate the Agreement and thereupon LICENSEE shall be relieved of all further obligations hereunder except for obligations due and owing at its own risk and liabilitythe date of termination. The information inability to use the LICENSED ▇▇▇▇ in particular jurisdictions outside the United States shall not be deemed to constitute a material adverse impact that would entitle LICENSEE to terminate the Agreement in its entirety, provided, however, that if the inability to use the LICENSED ▇▇▇▇ in jurisdictions outside the United States materially affects Net Sales, then LICENSOR and functionalities covered by LICENSEE shall in good faith negotiate and agree upon reductions in minimum NET SALES and minimum Royalty Payments to reflect such inability to use the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License AgreementLICENSED MARKS.

Infringements. The Licensor Licensee shall defend inform Spalding forthwith if Licensee learns of any claim by goods or activities which infringe (or may infringe) the Licensed Products, or learns of any third party against the Licensee based on the allegation that the use by the Licensee other infringement of the Emissions-Related Information constitutes an infringement Licensed Trademarks or of any other intellectual property rights now or application thereof hereafter owned by Spalding. Licensee shall provide complete information, cooperation and assistance to Spalding concerning each such infringement (including, without limitation, cooperation and assistance in any further investigation or legal action). Upon learning of such infringement, Spalding shall indemnify diligently review the conditions surrounding such infringement. Spalding shall have the right, but not the obligation, at its sole discretion and expense, to take such action as Spalding considers necessary or appropriate to enforce Spalding's and Licensee's rights, including, without limitation, legal action to suppress or eliminate such infringement or to settle any such dispute or action and, if requested by Licensee, Spalding shall consider the addition of Licensee for costs as a party to any such action. Spalding shall also be entitled to seek and recover all costs, expenses, and damages awarded against resulting from such infringement. Licensee shall be entitled to receive any amounts recovered by Spalding from any such action taken by Spalding with respect to any goods or activities which infringe (or may infringe) only the Licensed Products which are allocated to Licensee as a result of any such claiminfringement pursuant to a final judicial determination, after reduction for the fees, costs and expenses of such action. As a condition In the event Spalding decides to take no action, Spalding shall promptly inform Licensee of this indemnity the reasons for such refusal. Licensee shall: notify the Licensor promptly may inform Spalding in writing of any allegation its objection to such refusal. Upon providing written evidence to Spalding's satisfaction that such infringement has resulted or is likely to result in a material loss of infringement; make no admission relating sales by Licensee of Licensed Products in a country in the Territory where Spalding is the registered owner of the Licensed Trademarks in the registration classifications applicable to the Licensed Products, Licensee may request that Spalding (i) take action, at Spalding's expense, to enforce Spalding's rights in the Licensed Trademarks against such infringement or (ii) permit Licensee to take action, at Licensee's expense on Spalding's behalf. Spalding shall negotiate in good faith with Licensee the alleged infringement; terms and allow the Licensor conditions under which Spalding will approve such request. Licensee acknowledges that any decision by Spalding to conduct all negotiations withhold approval of Licensee's request shall not be deemed unreasonable if Spalding applies such diligence, commercial reasonableness and proceedings and give the Licensor all reasonable assistance other standards in connection herewith. Disclaimer / Limitation making such decision consistent with Spalding's application of liability The Licensor reserves the right to make any change such standards to the Emissions-Related Information. The Licensor shall have no responsibility for any damages, cost, loss enforcement of business or its rights in the Licensed Trademarks with respect to its other liability which the Licensee may suffer as a result of any change to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so at its own risk and liability. The information and functionalities covered by the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as an approximation six times per year. In no event shall the Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License Agreementproducts.

Infringements. (a) In the event of any infringement of the LICENSED PATENT, LICENSOR and LICENSEE shall use their best good faith efforts to agree as to appropriate action, if any, to take to stop the infringement. The Licensor LICENSEE shall defend have the first right at its sole expense to take any claim action to stop the infringement, and any compensation or recovery obtained from the infringer shall be applied first to reimburse LICENSEE its expenses, including attorney fees, incurred in the action, and any remainder of the compensation or recovery shall be shared equally by any third party LICENSOR and LICENSEE. In the event the LICENSEE institutes infringement litigation against the Licensee based infringer, the LICENSOR shall join as a party plaintiff when requested to do so by the LICENSEE and the LICENSEE shall pay all LICENSOR'S reasonable expenses in association with the litigation. The LICENSEE shall have the right to settle any infringement on terms within the allegation LICENSEE'S sole discretion, provided that the use by LICENSEE shall not compromised the Licensee validity of any of the Emissions-Related Information constitutes an infringement claims of any intellectual property rights or application thereof of the LICENSED PATENTS, and shall indemnify except that no license under the Licensee for costs and damages awarded against LICENSED PATENTS may be granted to an infringer without the Licensee as a result express written consent of any such claimthe LICENSOR. As a condition of this indemnity the Licensee shall: notify the Licensor promptly in writing of any allegation of infringement; make no admission relating The LICENSOR agrees to the infringement or the alleged infringement; and allow the Licensor to conduct all negotiations and proceedings and give the Licensor provide all reasonable assistance to the LICENSEE in connection herewithany such action taken against an infringer. (b) In the event LICENSEE elects to take no action against an infringement under paragraph (a) above, or has taken no action within six (6) months of the discovery of the infringement, the LICENSOR shall have the right at its sole expense to take any action against the infringement the LICENSOR deems necessary or appropriate and any compensation or recovery received from the infringer shall be applied first to reimburse the LICENSOR its expenses, including attorney fees, incurred in the action, and any remainder of the compensation or recovery shall be shared equally by LICENSOR and LICENSEE. Disclaimer / Limitation of liability The Licensor reserves LICENSOR shall have the right to make settle any change infringement on terms within the LICENSOR'S sole discretion, including granting to the Emissions-Related Informationinfringer a license under the LICENSED PATENTS. The Licensor shall have no responsibility for any damages, cost, loss of business or other liability which the Licensee may suffer as a result of any change LICENSEE agrees to provide all reasonable assistance to the Emissions-Related Information or for the malfunction, defect or disturbance hereof. The Licensee shall be solely responsible for the use of the Emissions-Related Information and shall do so at its own risk and liability. The information and functionalities covered by the Emissions-Related Information are based on the Licensor’s best knowledge at the time it was published or provided. The Emissions-Related Information is accordingly provided “AS IS” and the Licensee is aware of and accepts that the Licensor does not guarantee the correctness, timeliness, sequence, accuracy or completeness thereof. New and or updated Emissions-Related Information shall be made available for equipment and tool manufacturers from time to time, but as LICENSOR in any such action against an approximation six times per year. In no event shall the Licensor be liable to the Licensee (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever arising out of or in connection with this License Agreementinfringer.