Common use of Liability and Indemnities Clause in Contracts

Liability and Indemnities. 10.1 The IME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME of the warranties contained in Clause 4; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.

Liability and Indemnities. 10.1 The IME DME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME DME of the warranties contained in Clause 4; and4.3 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME DME of the Case Data and Expert Data; 10.2 The IME hereby Notwithstanding that MedCo shall use its reasonable endeavours to ensure that the Database Data is accurate, the DME acknowledges and agrees that: (a) the Database Data shall be has been supplied by third parties (which may include the IME DME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Datadata; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness or suitability of the Database Data or the ServiceData. 10.2.1 10.3 To the extent necessary necessary, and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Database Data including, but not limited to, the accuracy, completeness or suitability thereofin that regard. 10.3 10.4 The maximum aggregate liability of MedCo MedCo, under or in connection with this User Agreement, in respect of all claims by the IME DME against MedCo, MedCo giving rise to the liability of MedCo MedCo, whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME DME to MedCo during the preceding 12 months month period pursuant to this User Agreement or the sum of £500. 10.4 10.5 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including including, without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities opportunities, whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 10.6 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 10.7 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.

Liability and Indemnities. 10.1 9.1 The IME MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME MRO of the warranties contained in Clause 4; and4.3 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME Authorised Users of the Case Data and Expert Data;. 10.2 The IME hereby 9.2 Notwithstanding that MedCo shall use its reasonable endeavours to procure that the Database Data is accurate, the MRO acknowledges and agrees that: (a) the Database Data shall be has been supplied by third parties (which may include the IME MRO and or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness and or usefulness (for a specified purpose or otherwise) of that Database Datadata; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness and or suitability of the Database Data or the ServiceData. 10.2.1 9.3 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Database Data including, but not limited to, the accuracy, completeness or suitability thereofin that regard. 10.3 9.4 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the IME MRO against MedCo, MedCo giving rise to the liability of MedCo MedCo, whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME MRO to MedCo during the preceding 12 months month period pursuant to this User Agreement or the sum of £500. 10.4 9.5 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 9.6 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 9.7 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel (including, without limitation, the Users) as if they were actions or omissions of the relevant Party. Notwithstanding the foregoing, for the avoidance of doubt, MedCo shall not be liable for actions or omissions of Users.

Liability and Indemnities. 10.1 8.1 The IME ME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME ME of the warranties contained in Clause clause 4; and; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Servicerights. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 8.2 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Agreement in respect of all claims by the IME ME against MedCo, MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, otherwise shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500500 by the ME to MedCo pursuant to this Agreement. 10.4 8.3 With the exception of liability under an indemnity, which shall be unlimited, neither Party party shall be liable to the other Party party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 8.4 Nothing in this User Agreement shall limit the liability of any Party party for death or personal injury caused by the negligence of that Partyparty, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 8.5 Unless expressly stated to the contrary, each Party party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party party shall be liable for the actions or omissions of its Personnel Personnel) as if they were actions or omissions of the relevant Partyparty.

Liability and Indemnities. 10.1 9.1 The IME MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME MRO of the warranties contained in Clause 4; andclause 4.3 and clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME and/or Authorised Users of the Case Data and Expert Data; 10.2 The IME hereby 9.2 Notwithstanding that MedCo shall use its reasonable endeavours to procure that the Database Data is accurate, the MRO acknowledges and agrees that: (a) that the Database Data shall be has been supplied by third parties (which may include the IME MRO and or its Personnel); (b) , and that MedCo has no control whatsoever over the accuracy, completeness and or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) data and MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness and or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and MedCo hereby excludes to the fullest extent permitted by law, MedCo hereby excludes law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Database Data including, but not limited to, the accuracy, completeness or suitability thereofin that regard. 10.3 9.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Agreement in respect of all claims by the IME MRO against MedCo, MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, otherwise shall not exceed the greater of 100% of Charges paid (if any) by the IME MRO to MedCo during the preceding 12 months month period pursuant to this User Agreement or the sum of £500Agreement. 10.4 9.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party party shall be liable to the other Party party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 9.5 Nothing in this User Agreement shall limit the liability of any Party party for death or personal injury caused by the negligence of that Partyparty, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 9.6 Unless expressly stated to the contrary, each Party party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party party shall be liable for the actions or omissions of its Personnel (including without limitation the Users) as if they were actions or omissions of the relevant Partyparty. Notwithstanding the foregoing, for the avoidance of doubt, MedCo shall not be liable for actions or omissions of Users.

Liability and Indemnities. 10.1 The IME Save to the extent directly caused by the negligence, wilful default, failure of performance or criminal act of the other party or its employees, agents or sub-contractors, each party (the “Liable Party”) shall indemnify MedCo the other party (the “Indemnified Party”) and keep the Indemnified Party indemnified on demand on an after tax basis against all claims, actions, damages, liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) expenses suffered or incurred by MedCo the Indemnified Party arising: 10.1.1 out of any error, omission, criminal act, default or negligence on the part of the Liable Party or its employees, agents or sub-contractors in the operation of the Accounts; or 10.1.2 as a consequence of any breach by the Liable Party of any its obligations, or of any warranty given by it, under The Agreement. 10.2 Subject to clauses 10.3 and 10.4 below, the total liability of each party to the other in respect of claims arising out of or in connection with: (a) any breach by connected with the IME provision or use of the warranties contained in Clause 4; and service provided under these Product & Services Terms & Conditions shall not exceed fifty thousand pounds (b£50,000) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, sterling in respect of all claims by the IME against MedCo, giving rise to incidents (related or unrelated) in any consecutive period of twelve months. 10.3 Clause 10.2 shall not limit: 10.3.1 the liability of MedCo whether for the Liable Party in the event of: 10.3.1.1 wilful default or any criminal act committed by the Liable Party, its employees, agents or sub- contractors; or 10.3.1.2 any breach of contractany obligation of confidentiality; or 10.3.2 your liability where you have ticked the Consent to Rely option in the application form for these Product & Services Terms & Conditions and we suffer or incur any claims, negligence or other tort or breach actions, damages, liabilities, losses, costs and/or expenses as a result of statutory duty or otherwiseus relying on the Consent to Rely; or 10.3.3 Our liability where you make a claim under the sections titled “Refunds for incorrectly executed payment instructions”, shall not exceed “Refunds for incorrect payment amounts/sums” and “Refunds for unauthorised transactions” in the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500Relationship Terms & Conditions. 10.4 With the exception of liability under an indemnity, which Clause 10.2 shall be unlimited, neither Party shall be liable not limit or restrict our obligations to the other Party under this User Agreement for repay to you any loss of profit or for cleared credit balance on any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseAccount. 10.5 Nothing in this User Agreement these Product & Services Terms & Conditions limits or excludes our liability in any way under the sections titled “Refunds for incorrectly executed payment instructions”, “Refunds for incorrect payment amounts/ sums” and “Refunds for unauthorised transactions” in the Relationship Terms & Conditions. Any limitation on your liability under the section titled “Your responsibility for unauthorised transactions” in the Relationship Terms & Conditions will not be affected or prejudiced by any term of these Product & Services Terms & Conditions. Neither party shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; issue press statements relating to any matter of which liability cannot be excluded governed by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to these Product & Services Terms & Conditions without the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions prior written consent of the relevant Partyother party.

Liability and Indemnities. 10.1 The IME shall indemnify MedCo (a) To the extent permitted by Law, the Company will not be liable in respect of any claim against all liabilitiesthe Company and/or Subcontractors howsoever caused or arising: (i) including without limitation, costsliability for fundamental breach of contract, expensesor a negligent, damages and losses unlawful, reckless or willful act or omission;‌ (includingii) resulting from, but not limited or attributable to, any directquotation, indirect statement, representation or consequential lossesinformation, oral or written, made or given on behalf of the Company or its servants, agents, employees or subcontractors as to the classification of, liability for, amount, scale or rate of customs duty, excise duty or other impost or tax applicable to any goods subject of any Service. (b) The Company excludes from this Agreement all conditions, warranties, terms and consumer guarantees implied by Laws, general law or custom except any the exclusion of which would contravene any Laws or cause this condition to be void (Non-Excludable Condition).‌ (c) The Company's liability for any breach of a Non-Excludable Condition is limited, at the Company's option, to supplying the Services again, or the cost of supplying the Services again. (d) The Company will not be liable for omitting to inspect or take any other action in respect of Goods where Goods have been damaged or pillaged, unless the Customer provides the Company with written instructions to take that action in relation to those Goods and the Company accepts those instructions. (e) No declaration of value or liability will be made which might extend the liability of the Company beyond that stated herein. The Goods will be forwarded / dealt with at the Customer’s risk unless express written instructions to the contrary are given by the Customer, accepted in writing by the Company and extra charge paid if required. (f) Where the liability of the Company has not been, or cannot be, excluded by this Agreement the liability of the Company is limited to the lesser of: (i) AUD$2,000; (ii) the value of the Goods at the time the Goods were received by the Company;‌ (iii) providing supply of the Services again; or (iv) payment of the cost of having the Services supplied again. (g) The Company will not be liable for any Loss suffered by the Customer or be in breach of any of its obligations to the Customer arising from or connected with the Company's compliance with any Law, including without limitation disclosing confidential information to a Government Authority. (h) The Customer’s right to compensation for any claim for loss or damage will only be maintained provided: (i) notice of profitany claim is received by the Company within 7 days of the earlier of the date of delivery of the Goods or the date Services are or should have been completed, loss whichever date occurs first; and (ii) legal proceedings are brought against the Company in the state of reputation New South Wales within 6 months from the earlier of the date the Services were completed or Goods delivered, or the date the Services should have been completed or the Goods should have been delivered. 6.2 If an Event causes a delay in the performance of a Company's obligation exceeding 10 days, the Company may terminate the provision of the Services by notice to the Customer. 6.3 The Customer indemnifies the Company from and against (and must pay on demand for) all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered Loss arising directly or incurred by MedCo arising out of indirectly from or in connection with:with the Goods or the performance of the Services (including Consequential Loss), including Loss in connection with a breach of contract, or a negligent, unlawful, reckless or willful act or omission by the Company or its employees, agents and contractors. 6.4 Without limitation to clause 6.3 the Customer indemnifies the Company from and against (and must pay on demand for) any Loss arising from (a) the Customer's or Owner's failure to return any breach container or transport equipment involved in the performance of the Services by the IME date required under any Contract between the Company and the supplier of the warranties contained in Clause 4; andthat container or transport equipment; (b) any claim made against MedCo the Company by a person who claims to have an interest in the Goods; (c) breach of this Agreement, including any warranty provided by the Customer; and (d) any claim for actual or alleged infringement general average and will provide any security requested by the Company for the release of any Goods that are the subject of a third party's intellectual property rights arising out of or claim for general average. 6.5 The Customer indemnifies the Company from and against (and must pay on demand the amount of) all duty, GST, and any other fees and taxes incurred in connection with the use by MedCo Goods payable to a Government Authority. 6.6 The Customer indemnifies the Company from and against (and must pay on demand for) all costs payable to third parties in relation to the carriage, storage, treatment or the IME entry of the Case Data Goods. 6.7 The indemnities in clauses 6.3, 6.4, 6.5 and Expert Data;6.6 continue whether or not the Goods are pillaged, stolen, lost or destroyed. 10.2 The IME hereby acknowledges and agrees that: 6.8 Without limiting the generality of the foregoing, the Customer will remain responsible to the Company for all charges (a) the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose C.O.D. or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims paid by the IME against MedCoCompany to any of its agents, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; Subcontractors or any claim for payment under an indemnity contained in this User Agreementother party or authority. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.

Liability and Indemnities. 10.1 6.1 Clause 9 of the User Agreement is expressly excluded from this Supplemental Agreement. 6.2 The IME MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME MRO of the warranties contained in Clause 4; andclause 4.2; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME and/or other Users and Unrepresented Claimants of the Case Data and Expert Data; 10.2 The IME hereby 6.3 Notwithstanding that MedCo shall use its reasonable endeavours to procure that the Database Data is accurate, the MRO acknowledges and agrees that: (a) the Database Data shall be has been supplied by third parties (which may include the IME MRO and or its Personnel);, (b) MedCo has no control whatsoever over the accuracy, completeness and or usefulness (for a specified purpose or otherwise) of that Database Data; anddata; (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness and or suitability of the Database Data or the ServiceData. 10.2.1 To the extent necessary and 6.4 MedCo hereby excludes to the fullest extent permitted by law, MedCo hereby excludes law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Database Data including, but not limited to, the accuracy, completeness or suitability thereofin that regard. 10.3 6.5 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Supplemental Agreement in respect of all claims by the IME MRO against MedCo, MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, otherwise shall not exceed the greater of 100% of Charges paid (if any) by the IME MRO to MedCo pursuant to this Supplemental Agreement during the preceding 12 months pursuant to this User Agreement month period or the sum of £500. 10.4 6.6 With the exception of liability under an indemnity, which shall be unlimited, neither Party party shall be liable to the other Party party under this User Supplemental Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 6.7 Nothing in this User Supplemental Agreement shall limit the liability of any Party party for death or personal injury caused by the negligence of that Partyparty, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Supplemental Agreement. 10.6 6.8 Unless expressly stated to the contrary, each Party party shall ensure that its Personnel comply with the terms and conditions set out in this User Supplemental Agreement (as appropriate). Each Party party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Partyparty.

Liability and Indemnities. 10.1 8.1 The IME parties acknowledge the experimental nature of the research proposed hereunder and BBB acknowledges that no representation or warranty express or implied is given by RFUCMS as to: i) the outcome of any programme of research or development whether undertaken individually or jointly; ii) the issuance and/or validity of any patent(s) deriving from the Patent Applications; iii) the fitness for any purpose of any material, information or know-how supplied to BBB hereunder. *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 8.2 BBB shall indemnify MedCo and hold harmless RFUCMS, its officers servants and agents against all liabilities, costsclaims, expensesproceedings, damages and losses (includingpenalties, but not limited to, any direct, indirect fines or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional sanctions costs and expenses) suffered expenses however incurred which may be imposed or incurred by MedCo asserted against RFUCMS, BBB or any third party in any way related to or arising out of directly or in connection with: (a) any breach by the IME of the warranties contained in Clause 4; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or indirectly in connection with any act or omission (other than the wilful misconduct of RFUCMS ) in relation to the operation or use of any development, material, invention or information supplied by MedCo RFUCMS pursuant to this Agreement or the IME manufacture, control, possession, ownership, use, sale or other disposition by BBB or any third party of the Case Data any Product deriving therefrom. 8.3 RFUCMS shall indemnify and Expert Data; 10.2 The IME hereby acknowledges hold harmless BBB, its officers, servants ,and agrees that: (a) the Data shall be supplied by third parties (agents against all liabilities, claims, proceedings, penalties, fines or other sanction costs and expenses however incurred which may include the IME be imposed or its Personnel); (b) MedCo has no control whatsoever over the accuracyasserted against RFUCMS, completeness BBB, or usefulness (for a specified purpose any third party in any way related to or otherwise) of that Database Data; and (c) MedCo does not make arising directly or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or indirectly in connection with this User Agreement, any act or omission (other than the wilful misconduct of BBB) in respect of all claims by the IME against MedCo, giving rise relation to the liability operation of MedCo whether for breach of contract, negligence the Funded Research or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage use of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused material supplied by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable BBB for the actions or omissions purpose of its Personnel as if they were actions or omissions of the relevant Partythis Funded Research.

Liability and Indemnities. 10.1 18.1. BCS shall not be liable for loss suffered by the Client in connection with these Terms unless such loss has been proved to directly arise from gross negligence, wilful misconduct or fraud of BCS. In no event shall BCS be liable for any indirect, consequential or special loss, howsoever arising. BCS shall be released from liability pursuant to this clause to the extent that the loss is incurred as a result of the gross negligence or wilful misconduct of the Client. 18.2. Except as otherwise expressly stated herein, BCS shall not be responsible for loss resulting from an act or omission of any third party, whether or not appointed by BCS, which is beyond the control of BCS [and shall not be obliged to request such third party to comply with its obligations but undertakes to provide reasonable assistance to the Client in doing so. 18.3. The IME Client shall indemnify MedCo BCS, its Affiliates and each of their directors, officers, employees, financiers, auditors, partners, agents or advisers (‘Indemnified Party’) within three Business Days of demand against any and all actions, claims, demands, liabilities, proceedings, costs, fees, charges, losses, expenses, settlements, taxes, duties, levies, damages and losses liabilities of every description (includingincluding without limitation legal fees, but not limited toaccountant's fees, any directfines and penalties) (‘Loss’) whether actual or future, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered which may be sustained or incurred by MedCo or asserted against any Indemnified Party arising out of or of, in connection with, or as a result of: (a) any breach by the IME of the warranties contained in Clause 4; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (ai) the Data shall be supplied by third parties (which may include the IME or its Personnel)occurrence of an Event of Default; (bii) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) investigating any event which an Indemnified Party reasonably believes is an Event of that Database Data; andDefault; (ciii) MedCo does acting or relying on any notice, request, information or instruction which an Indemnified Party reasonably believes to be genuine, correct and appropriately authorised by the Client; (iv) the settlement or attempted settlement of any Transaction or any failure to settle any such Transaction; (v) access to, or use by the Client of the dedicated electronic systems through which BCS provides the Services; (vi) the entry into and performance of any agreements with third parties pursuant to these Terms; (vii) any action taken by a third party to gain control of cash or securities governed by these Terms; (viii) any obligation or liability being or becoming unenforceable, invalid or illegal or not make being recoverable for any other reason whatsoever; (ix) the exercise or include purported exercise of any representationsof the rights, warranties powers, authorities or guarantees discretions vested in an Indemnified Party under these Terms or by law; (x) taking, holding, protecting, perfecting, preserving or enforcing (or attempting to do so) the indemnity, guarantee, security or any other right or interest constituted by these Terms; or (xi) any actual or prospective claim, litigation, investigation or proceeding relating to and including, but not limited to, the accuracy, completeness or suitability any of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by lawforegoing, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of based on contract, negligence or other tort or breach any other theory and regardless of statutory duty or otherwisewhether any Indemnified Party is a party thereto, shall not exceed the greater save where such Loss is incurred as a result of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by gross negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions wilful default on behalf of the relevant Indemnified Party.

Liability and Indemnities. 10.1 6.1 Clause 10 of the User Agreement is expressly excluded from this Supplemental Agreement 6.2 The IME DME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME DME of the warranties contained in Clause 4; and4.2; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME Authorised Users of the Case Data and Expert Data;. 10.2 The IME hereby 6.3 Notwithstanding that MedCo shall use its reasonable endeavours to procure that the Database Data is accurate, the DME acknowledges and agrees that: (a) the Database Data shall be has been supplied by third parties (which may include the IME DME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; anddata; (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness or suitability of the Database Data or the ServiceData. 10.2.1 To the extent necessary and 6.4 MedCo hereby excludes to the fullest extent permitted by law, MedCo hereby excludes law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Database Data including, but not limited to, the accuracy, completeness or suitability thereofin that regard. 10.3 6.5 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Supplemental Agreement in respect of all claims by the IME DME against MedCo, MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, otherwise shall not exceed the greater of 100% of Charges paid (if any) by the IME DME to MedCo pursuant to this Supplemental Agreement during the preceding 12 months pursuant to this User Agreement month period or the sum of £500. 10.4 6.6 With the exception of liability under an indemnity, which shall be unlimited, neither Party party shall be liable to the other Party party under this User Supplemental Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 6.7 Nothing in this User Supplemental Agreement shall limit the liability of any Party party for death or personal injury caused by the negligence of that Partyparty, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Supplemental Agreement. 10.6 6.8 Unless expressly stated to the contrary, each Party party shall ensure that its Personnel comply with the terms and conditions set out in this User Supplemental Agreement (as appropriate). Each Party party shall be liable for the actions or omissions of its Personnel Personnel) as if they were actions or omissions of the relevant Partyparty.

Liability and Indemnities. 10.1 32.1 The IME Advisory Consortium shall indemnify MedCo indemnify, defend and hold the GoS harmless against any and all proceedings, actions and third party claims arising out of a breach by the Advisory Consortium of any of its obligation under this Agreement except to the extent that any such claim has arisen due to the event of GoS default. However, any claims for liability shall be subject to limitations set forth in this Agreement; 32.2 The GoS will indemnify, defend and hold harmless the Advisory Consortium and its members against any and all proceedings, actions, third party claims for loss, damage and expense of whatever kind and nature arising out of a breach by the GoS, its officers, servants and agents of any obligations of the GoS under this Agreement except to the extent that any such claim has arisen due to the event of Advisory Consortium’s default or negligence. However, any claims for liability shall be subject to limitations set forth in this Agreement; 32.3 Without limiting the generality of clause 32.1 above and subject to the limitations contained in this Agreement, the Advisory Consortium shall fully indemnify, save harmless and defend the GoS including its officers servants, agents and subsidiaries from and against any and all loss and damages arising out of or with respect to (i) a failure of the Advisory Consortium to comply with applicable laws (including intellectual property laws and rights) and applicable permits or (ii) a failure on the part of the Advisory Consortium to make any payments of amounts due as a result of materials or services furnished to the Advisory Consortium by any of its sub- contractors which are payable by the Advisory Consortium to any of its sub- consultants except where such failure to pay occurs due to a non-payment by the GoS to the Advisory Consortium. 32.4 The GoS agrees that the Advisory Consortium, its partners, principals, and employees shall not be liable to the GoS for any actions, damages, claims, liabilities, costs expenses, or losses in any way arising out of or relating to the Services performed hereunder for an aggregate amount in excess of the fees paid by the GoS to the Advisory Consortium under this Agreement up to the date of the claim. In no event shall the Advisory Consortium, its partners, principals, or employees be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, damages and or losses (including, but not limited towithout limitation, lost profits and opportunity costs) in connection with the Services provided in this Agreement. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. 32.5 The GoS hereby indemnifies and agrees to hold the Advisory Consortium harmless from and against any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) liabilities suffered or incurred by, or brought or threatened to be brought or entered or enforced against the Advisory Consortium which arise out of matters or transactions contemplated by, or consequent upon the Advisory Consortium’s engagement under the terms of, this Agreement. The liabilities to which this paragraph applies shall include costs of investigating, defending, preparing a defense and disputing any liabilities and costs incurred in establishing any claim against any other person or in mitigating any loss and shall be additional to any rights which the Advisory Consortium may have at law. This indemnity shall not be affected in any way by MedCo any enquiry or investigation, which the Advisory Consortium may have conducted into any matter. 32.6 The GoS shall indemnify the Advisory Consortium, including their affiliates and persons against all claims by third parties (including its affiliates and lawyers) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the third party’s use of or in connection with:reliance on any Report (including Tax Advice) disclosed to it by or through GoS or its request. 32.7 The GoS shall make any claim relating to the services or otherwise under this Agreement no later than within 12 months of the act or omission alleged to have caused the claim. The GoS may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any other firm or its subcontractors, members, shareholders, directors, officers, partners, principals, or employees (“EY Persons”) to the extent that no direct contractual relationship exists between the GoS and any EY Firm or any EY Persons. The GoS should make any claim or bring proceedings only against the Advisory Consortium on the basis that it is the Party with whom the GoS have contracted. 32.8 The GoS confirms that the abovementioned indemnity provided by the Advisory Consortium is subject to the following; (a) any breach by each Advisory Consortium member shall be liable and responsible for its own Deliverables as per the IME Scope of the warranties contained Work detailed in Clause 4Schedule A; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME members of the Case Data Advisory Consortium shall not be deemed to be in partnership and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data their liability at all times shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Dataseveral and; and (c) MedCo does not make no Advisory Consortium Member shall be responsible nor liable for the Deliverables or include the contents of the Deliverables of any representations, warranties or guarantees relating other Consortium Member. 32.9 Notwithstanding anything to and including, but not limited tothe contrary contained in this Agreement, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo the Advisory Consortium, under or in connection with this User Agreement, in respect of all claims Agreement shall be restricted to the total fee paid by the IME against MedCoGoS to them for the Scope of Work assigned as described in Schedule A. Similarly, giving rise to the total liability of MedCo whether for breach each Advisory Consortium member in relation to performance or non-performance of contract, negligence or other tort or breach of statutory duty or otherwise, the Services attributable to such shall not exceed the greater of 100% of Charges fees paid (if any) to it or received by it from the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.GoS.

Liability and Indemnities. 10.1 The IME 13.1 No exclusion or limitation set out in this agreement shall indemnify MedCo apply in the case of: (a) fraud or fraudulent concealment; or (b) death or personal injury resulting from the negligence of either party. 13.2 Neither party will be liable to the other for any Indirect Loss or any related Claims or related Costs arising from any Event of Default. 13.3 In addition to any other remedy available to the Licensor, the Licensee shall Indemnify the Licensor, its Affiliates and its and their respective directors, officers and employees (each, a "LICENSOR INDEMNITEE"), from and against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or Losses incurred by MedCo any Licensor Indemnitee to the extent resulting from, or arising out of or in connection with: , any claims made, or suits brought, by any Person (acollectively, "THIRD PARTY CLAIMS") against any breach by of them that allege that the IME relevant claimant has suffered personal injury or death as a result of the warranties contained in Clause 4; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data Product, except to the extent such Losses arise as a result of the negligence, fraud, wilful misconduct or wrongful act of the relevant Licensor Indemnitee. 13.4 Should the Licensor Indemnitee intend to claim indemnification hereunder from the Licensee, the Licensor shall promptly notify the Licensee in writing (including, to the extent quantifiable, of the Losses in respect of which the Licensor Indemnitee so intends to claim), and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data Licensee shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and includingentitled, but not limited torequired, to assume the accuracy, completeness or suitability defence of the Database Data or relevant Third Party Claim with counsel selected by it. The Licensor shall, and shall procure that any other Licensor Indemnitee shall, co-operate, in all reasonable respects and at the ServiceLicensee's expense, with the Licensee and its legal representatives in the investigation and defence of any such Third Party Claim and make no admission with respect thereto. 10.2.1 To the extent necessary and 13.5 The Indemnity given pursuant to clause 13.3 shall be subject to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereofrelevant Licensor Indemnitee's compliance with clause 13.4. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, 13.6 No Indemnity shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months be payable pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable clause 13 with respect to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage settlement of any kind (including Third Party Claim if such settlement is made without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions consent of the relevant PartyLicensee.

Liability and Indemnities. 10.1 The IME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, but 9.1 Phosphagenics not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with:liable; Phosphagenics indemnifies the Licensee (a) except as provided in clause 8.2, Phosphagenics disclaims all representations and warranties, whether express, implied, or statutory, including any breach by implied warranty of merchantability or of fitness for a particular purpose and any implied warranty arising from course of dealing or usage of trade. Except as provided in clause 8.2, there is no warranty against interference with the IME Licensee’s enjoyment of the warranties contained in Clause 4; andlicense granted under this License Agreement or any rights to the Field or with respect to infringement. (b) Phosphagenics shall not be liable for: (i) any claim made against MedCo for actual injury to or alleged infringement the death of a third party's intellectual property rights any person (including any of the Licensee’s personnel) arising out of or in connection with the use by MedCo or the IME Licensee 's performance of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that:its obligations under this License Agreement; or (aii) the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability any property of any Party for death or personal injury person (including the Licensee and its personnel) arising out of the Licensee’s performance of its obligations under this License Agreement, except to the extent that the same is caused by the negligence of Phosphagenics, provided that Partyin no case shall Phosphagenics be liable for the payment of damages in respect of consequential losses; (c) Phosphagenics indemnifies, its servants and shall defend and hold harmless, the Licensee against all claims, actions, damages, losses (other than consequential losses), liabilities, costs, charges, expenses and outgoings (collectively, “Losses”) that the Licensee pays, suffers or agentsincurs as a result of, in connection with, or arising from: (i) breach by Phosphagenics of this License Agreement (including any breach of a warranty or representation given under clause 8); (ii) any infringement on the intellectual property rights of a third party because of the use of the Intellectual Property contemplated by this License Agreement; (iii) any claims by a third party that use of the Intellectual Property contemplated by this License Agreement infringes on such third party’s rights; fraud or fraudulent misrepresentation; or (iv) any matter obligation of which liability cannot be excluded by law; or any claim for payment the Licensee under an indemnity contained applicable law to withhold portions of the amounts that the Licensee is required to pay pursuant to this License Agreement. Notwithstanding anything in this User Agreement. 10.6 Unless expressly stated clause 9.1(c) to the contrary, each Party Phosphagenics will not be required to indemnify the Licensee to the extent that Losses for which Phosphagenics would otherwise be required to indemnify the Licensee pursuant to this clause 9.1(c) exceed, in the aggregate, the sum of (x) $1,000,000 and (y) 1,440,000 multiplied by the closing price per share, as reflected on the NASDAQ, of the Licensee’s common stock, par value $0.0005 per share, on the Effective Date. 9.2 The Licensee indemnifies Phosphagenics (a) Subject to clause 9.2(b), the Licensee indemnifies, and shall ensure defend and hold harmless, Phosphagenics from and against all Losses that its Personnel comply Phosphagenics pays, suffers or incurs as a result of, in connection with, or arising from: (i) injuries suffered or death sustained by persons as a result of the conduct of any clinical trials in connection with the terms Field and/or the Non-Exclusive Field; (ii) injuries suffered or death sustained by persons as a result of any Field and/or the Non-Exclusive Field developed pursuant to this License Agreement and conditions set out in supplied by Phosphagenics to consumers; (iii) wilful, tortious or negligent conduct on the part of the Licensee; or (iv) breach by the Licensee of this User License Agreement (including any breach of a warranty or representation given by the Licensee under clause 8). (b) The Licensee shall not be required to indemnify Phosphagenics to the extent that any Loss suffered or incurred by Phosphagenics arises as appropriate). Each Party shall be liable for a result of any wilful, tortious or negligent conduct on the actions part of Phosphagenics or omissions any breach by Phosphagenics of its Personnel as if they were actions or omissions of the relevant Partythis License Agreement.

Liability and Indemnities. 10.1 14.1 If the Vendor enters LFL’s premises, the Vendor does so at the Vendor’s own risk. The IME shall indemnify MedCo Vendor must ensure that its employees and authorised sub-contractors are also aware that they enter LFL’s premises at their own risk. 14.2 The Vendor hereby indemnifies and must keep indemnified on demand LFL and each of its Affiliates from and against all liabilitiesany Loss, costs, expenses, damages and losses (including, but not limited to, any direct, indirect arising directly or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on indirectly as a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out result of or in connection with: (a) a breach of the Agreement (including without limitation any breach warranty) by the IME of the warranties contained in Clause 4; andVendor; (b) any claim made against MedCo for actual of product liability in any way relating to the Services performed and/or Products delivered under the Agreement (c) any personal injury (including illness or alleged infringement death of a third party's intellectual any person) or damage to any property rights arising out of caused or contributed to by the Vendor or its employees, agents or contractors; (d) any act or omission committed by the Vendor, its employees, agents, contractors or sub-contractors in connection with the use Agreement; (e) any claim made against LFL by MedCo any of the Vendor’s employees, agents, contractors and/or sub-contractors in respect of any relevant legislation concerning income tax, workers compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of a competent industrial or employment tribunal; (f) breach by the Vendor of an applicable law in connection with the performance of the Services and/or supply of the Products, including any Privacy Law; (g) loss or damage to any plant, equipment, tools, appliances or other property owned, rented or hired by LFL; (h) any claim, action or suit by a third party against LFL alleging that the Services and/or Products or the IME results of the Case Data and Expert DataServices and/or Products infringes the Intellectual Property Rights of that third party; 10.2 The IME hereby acknowledges and agrees that(i) any infringement of the LFL Materials or of any other Intellectual Property Rights of LFL or any third party by: (ai) the Data shall be supplied by third parties (which may include the IME Vendor, its employees, agents, contractors or its Personnel);sub-contractors; or (bii) MedCo has no control whatsoever over by any third party, which infringement is occasioned by the accuracy, completeness negligence or usefulness (for a specified purpose or otherwise) at the direction of that Database Datathe Vendor; and (cj) MedCo does not make any breach by the Vendor (or include its employees, agents, contractors or sub-contractors) of clauses 15 or 16, except to the extent that any representationsliability, warranties loss or guarantees relating to damage is solely and including, but not limited to, directly caused by the accuracy, completeness or suitability gross negligence of LFL. 14.3 Each indemnity in the Agreement is a continuing obligation separate and independent from the Vendor’s other obligations and survives termination of the Database Data or the ServiceAgreement. 10.2.1 14.4 It is not necessary for LFL to incur an expense or make a payment before enforcing a right of indemnity conferred by the Agreement. 14.5 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representationsLFL will not be liable in any circumstances for any indirect, undertakingseconomic, termsspecial or consequential loss or damage, warrantiesor in any event for any loss of revenue, conditions and guarantees (whether express loss of production or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereofloss of profit. 10.3 14.6 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Vendor acknowledges and agrees that in respect of all claims by relating to or arising from the IME against MedCoAgreement, giving rise to the liability of MedCo Services and/or Products (whether for breach of arising under contract, negligence or other tort or breach of statutory duty or otherwise), shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of LFL's maximum aggregate liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party total amount of Fees payable by LFL under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.

Liability and Indemnities. 10.1 (a) Each of the Transferor and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The IME Transferor shall indemnify MedCo indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and agents from and against all liabilitiesany taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein (except (i) taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee, costs(ii) taxes arising out of the transfer of the Financed Student Loans to the Eligible Lender Trustee, expenses(iii) taxes arising out of the issuance and sale of the Certificates and the Notes, damages and losses (iv) taxes arising out of the ownership of the Financed Student Loans (including, but without limitation, income taxes), and (v) taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same). (c) The Transferor shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee and the Indenture Trustee from and against any and all Indemnifiable Expenses arising out of, or imposed upon such Person through, (i) the Transferor's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Transferor's or the Issuer's violation of federal or State securities laws in connection with the offering and sale of the Notes and the Certificates; provided, however, the Transferor shall not limited tobe liable for any such Indemnifiable Expenses imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any directtheory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential lossesdamages, loss each of profitwhich is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Transferor shall indemnify, loss defend and hold harmless the Eligible Lender Trustee, the Delaware Trustee and the officers, directors, employees and agents of reputation the Eligible Lender Trustee and the Delaware Trustee from and against, Indemnifiable Expenses arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of such Person hereunder and under the Trust Agreement, except to the extent that such Indemnifiable Expenses: (i) shall be due to the willful misfeasance, bad faith or negligence of such Person, (ii) shall arise from any breach by such Person of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by such Person of any of its representations or warranties set forth in Section [[7.3]] of the Trust Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (e) The Transferor shall pay any and all interesttaxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Transferor's responsibilities pursuant to the parenthetical in paragraph (b) above). (f) Pursuant to Section 6.7 of the Indenture, penalties and subject to the limitations therein, the Transferor shall pay reasonable compensation to the Indenture Trustee and shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against all Indemnifiable Expenses, to the extent and in the manner provided in the Indenture. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal costs or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (calculated on a full indemnity basisg) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee from and against any and all other professional costs and expenses) suffered Indemnifiable Expenses arising out of, or incurred imposed upon such Person through, the Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance or bad faith on the part of the Master Servicer is established by MedCo arising a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer; provided, however, the Master Servicer shall not be liable for any such Indemnifiable Expenses imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in connection with:this Agreement. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the Master Servicer (including acts of God, acts of war, severe weather, communications failures or failures to receive electronic data or labor disputes or strikes, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages. (ah) any breach by Indemnification under this Section shall survive the IME resignation or removal of the warranties contained in Clause 4; andEligible Lender Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor or the Master Servicer, as the case may be, shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Transferor or the Master Servicer, as the case may be without interest. (bi) Promptly after receipt by an indemnified party under this Section 6.3 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against MedCo the indemnifying party under this Section 6.3, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 6.3., except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6.3 for actual any legal or alleged infringement of a third party's intellectual property rights arising out of or other expenses subsequently incurred by such indemnified party in connection with the use by MedCo or defense thereof other than reasonable costs of investigation. In no event shall the IME of the Case Data indemnifying party be liable for fees and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data shall be supplied by third expenses for more than one counsel separate from their own counsel for all indemnified parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreementany one action or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all claims by liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the IME against MedCoprior written consent of the indemnifying party, giving rise settle, compromise or consent to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage entry of any kind (including without limitationjudgment with respect to any pending or threatened claim, any loss action, suit or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseproceeding in which indemnification may be sought hereunder. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.

Liability and Indemnities. 10.1 The IME shall indemnify MedCo against Except to the extent set out expressly in this Agreement, all liabilitiesconditions, costswarranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement (whether by statute, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME of the warranties contained in Clause 4; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose common law or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and are hereby excluded to the fullest extent permitted by lawApplicable Laws. Without prejudice to the general nature of the previous sentence, MedCo hereby excludes unless this Agreement specifically states otherwise, AstraZeneca does not make any representations or warranties with respect to any Service, including any warranties as to non‑infringement or fitness for a particular purpose. The Purchaser shall indemnify and hold AstraZeneca and its Affiliates harmless (on an after-Tax basis) from and against any and all representationslosses, undertakingsdamages, termsactions, warrantiessuits, conditions claims, demands, prosecutions, product liabilities, costs and guarantees expenses (including legal expenses, Taxes, costs of administrative procedures, costs of litigation and attorney's fees) and, to the extent legally possible, any fines imposed upon AstraZeneca or its Affiliates resulting from any Regulatory Authority and/or related court proceedings (hereinafter "Losses") arising from any claims from Third Parties (a "Third Party Claim") based on or deriving from AstraZeneca performing the Services in accordance with this Agreement, except to the extent that any such Third Party Claim or Losses arises out of or are based on a breach of this Agreement by, or negligence on the part of, AstraZeneca and/or any of its Affiliates or any of their respective Personnel. Subject to clause 10.6, in no circumstances shall either Party be liable to the other Party, whether arising in tort (including negligence), contract or otherwise, for: any indirect, special or consequential loss (whether express or implied) relating not reasonably foreseeable and even if the first Party had been advised of the possibility of the other Party incurring such loss or type of loss); or any loss of profits, revenue, anticipated savings, contracts, business or goodwill or loss or corruption of data (in each case whether direct or indirect). Subject to the Provider Data including, but not limited toclause 10.6, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo AstraZeneca under or in connection with this User Agreement in any calendar year, whether arising in tort (including negligence), contract or otherwise, shall in no event exceed one hundred per cent (100%) of the total Service Fees paid to AstraZeneca under this Agreement in the calendar year in question. Subject to clause 10.6, the aggregate liability of AstraZeneca under or in connection with this Agreement, the APA, the Supply Agreement and any other Transaction Document (as defined in respect of all claims by the IME against MedCoAPA), giving rise to the liability of MedCo whether for breach of contractarising in tort (including negligence), negligence or other tort or breach of statutory duty contract or otherwise, shall not exceed a maximum sum equal to fifty per cent (50%) of the greater Purchase Price (as defined in the APA) actually received by AstraZeneca. Nothing in this Agreement excludes or limits the liability of 100% either Party for: death or personal injury caused by that Party's negligence: fraud or fraudulent misrepresentation; any breach of Charges paid clause 8 (if any) Confidentiality); in the case of the Purchaser, the indemnity given by it under clause 10.2; in the IME case of the Purchaser, failure to MedCo during pay any Service Fee or other sums properly owing to AstraZeneca under this Agreement; or any other matter to the preceding 12 months pursuant to extent that such exclusion or limitation would be unlawful. Neither Party shall be entitled under any provision of this User Agreement Agreement, the APA or the sum Supply Agreement to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of £500. 10.4 With the exception of liability under an indemnitysame loss, which shall be unlimitedshortfall, neither damage, deficiency, breach or other event or circumstance. Neither Party shall be liable to the other Party for any claim under this User Agreement to the extent that the Party bringing such claim (or any of its Affiliates) participated in causing such claim. If a Party is prevented from or delayed in performing any of its obligations under the Agreement by a Force Majeure then: the relevant obligations under this Agreement shall be suspended for as long as the Force Majeure continues and the Party shall not be in breach of this Agreement or otherwise liable for any loss such failure or delay in the performance of profit such obligations; as soon as reasonably practicable after the start of the Force Majeure, the Party shall notify the other of the nature of the Force Majeure and the likely effects of the Force Majeure on its ability to perform its obligations under this Agreement; and as soon as reasonably practicable after the end of the Force Majeure, it shall notify the other Party that the Force Majeure has ended, and shall resume performance of its obligations under this Agreement. The Parties agree that the Service Fee shall be reduced fairly and equitably to reflect those Services that cannot be provided, or which the provision of the Services is impaired or degraded, as a result of a Force Majeure. The reduction in the Service Fee shall be assessed and implemented by agreement between the Parties acting reasonably. For the avoidance of doubt, such Force Majeure shall not affect the Purchaser's obligation to pay for all Services performed up to when the Force Majeure occurred, or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused Services which are not affected by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User AgreementForce Majeure. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.

Liability and Indemnities. 10.1 The IME 15.1 Nothing in the Agreement shall indemnify MedCo against all liabilitiesoperate to limit either Party’s liability to the other for: 15.1.1 fraud committed by the other Party, costsits employees, expensesagents or subcontractors; or 15.1.2 for death or personal injury resulting from negligence of theother Partyor that of its employees, damages and losses (including, but not limited to, any direct, indirect agents or consequential losses, loss of profit, loss of reputation sub-contractors. 15.2 Except as expressly provided herein: 15.2.1 the services provided by EMS under the Agreement are provided during the Term "as is" and all interestwarranties, penalties conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; 15.2.2 EMS gives no other representations, terms, conditions or warranties of any kind, either express or implied, statutory or otherwise, regarding the services, and 15.2.3 EMS specifically disclaims any implied warranties and/or terms of satisfactory quality or fitness for a particular purpose or non-infringement of Intellectual Property Rights; 15.2.4 EMS does not warrant that the services will meet the Merchant's data processing requirements or that the operation of the services will be uninterrupted or error free; 15.2.5 EMS does not warrant or guarantee that Merchant will achieveanylevel of sales, revenue or profit; 15.2.6 EMS makes no representations regarding Transaction Data in terms of their correctness, accuracy, reliability or otherwise. 15.3 Subject to the provisions of Clauses 15.4 to 15.10 inclusive, each Party shall only be liable for loss or damage directly arising out of or in connection with its own breach of the Agreement, negligence or willful misconduct. 15.4 Each Party (“the indemnifying Party”) agrees to indemnify and hold harmless the other Party (“the indemnified Party”), in respect of any Damages, costs or expenses of theother howsoever arising, including any legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or expenses reasonably incurred by MedCo the indemnified Party, whether incurred in seeking to mitigate, remedy or defend itself from the adverse consequences to it arising directly out of or in connection with: (a) 15.4.1 the indemnifying Party’s breach of any breach provision of the Agreement, Applicable Law, the Card Scheme Rules, its own negligence or its own willful misconduct; or 15.4.2 Infringement of any Intellectual Property Rights of any third party to the extent attributable to the provision by the IME Party in breach of its (or its client’s) Material, trademarks or other marks under license to theother Party. 15.5 The Merchant agrees to indemnify and hold harmless EMS , in respect ofany Damages, costs or expenses of the warranties contained other howsoever arising, including any legal costs and expensesreasonably incurred by EMS, whether incurred in Clause 4; and (b) any claim made against MedCo for actual seeking to mitigate, remedy or alleged infringement of a third party's intellectual property rights defend itself from the adverse consequences to it arising directly out of or in connection with with: 15.5.1 any misrepresentation, breach of contract, misstatement or other wrong- doing on the use part of the Merchant or any of its Representatives in relation to any Cardholder or any contract for the sale of any goods and/or services the Cardholder; 15.5.2 any security breach in relation to the Merchant’s information technology systems, compromise or theft of Transaction Data held by MedCo the Merchant or on the Merchant’s behalf, including any breach by the Merchant of PCI DSS; 15.5.3 any allegation of fraud made in relation to the Merchant or the IME Merchant’s business, except, if and to the extent such claim is caused by EMS’ negligence, breach of contract or willful misconduct. 15.6 Subject to the provisions of Clause 15.7 or 15.8 (as the case may be), in case of an unauthorised Refund or a Refund that was incorrectly executed due to an error by EMS shall at the Merchant’s request immediately refund the amount including all directly related Fees. 15.7 If the Merchant is not a Large Enterprise or a Large Charity, the provisions of Clause 15.6 shall not apply: 15.7.1 where the unauthorised Refund arises from the Merchant’s failure to keep the personalised security features of the Case Data and Expert DataMerchant’s Merchant Payment Account safe in accordance with Clause 3 in which case the Merchant shall remain liable for the first 50 EUR (or equivalent in the currency of the Merchant Payment Account) unless Clause 15.7.3 applies; 10.2 The IME hereby acknowledges 15.7.2 if the Merchant fails to notify EMS without undue delay of any loss of the Merchant’s Access Codes or other event that could reasonably be expected to have compromised the security of the Merchant Payment Account after the Merchant has gained knowledge of such event in which case the Merchant shall remain liable for losses incurred up to the Merchant’s notification to EMS; 15.7.3 in case the transaction was unauthorised but the Merchant has compromised the security of the Merchant Payment Account with intent or gross negligence in which case the Merchant shall be solely liable for all losses; or 15.7.4 the Merchant fails to dispute and agrees thatbring the unauthorised or incorrectly executed Transaction to EMS’ attention within 13 months from the date of the Transaction, provided that Clause 15.7.1 shall not apply to Transactions made after the Merchant hasnotified EMS in accordance withClause 3.5 in which case EMS shall remain liable and refund any unauthorised Transaction immediately to the Merchant. 15.8 If the Merchant is a Large Enterprise or a Large Charity, the provisions of Clause 15.6 shall not apply: 15.8.1 where the unauthorised Refund arises from: (a) the Data shall be supplied by third parties (which may include Merchant’s failure to keep the IME or its Personnel);personalised security features of the Merchant’s Merchant Payment Account safe in accordance with Clause 3; or (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability breach of the Database Data Agreement by the Merchant, or the ServiceMerchant’s negligence or willful misconduct; 15.8.2 if the Merchant fails to notify EMS without undue delay of any loss of the Merchant’s Access Codes or other event that could reasonably be expected to have compromised the security of the Merchant Payment Account after the Merchant has gained knowledge of such event; or 15.8.3 the Merchant fails to dispute and bring the unauthorised or incorrectly executed Transaction to EMS’ attention within 60 days from the date after the Transaction. 10.2.1 To 15.9 Nothing in the extent necessary Agreement shall limit or exclude the liability of either Party for death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; theindemnification obligations set out in Clause 15.4 and to the fullest extent permitted 15.5; or anyother liability that cannot be excluded by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereofApplicable Law. 10.3 The maximum aggregate 15.10 Without prejudice to Clause 15.9: 15.10.1 EMS' total liability of MedCo arising under or in connection with this User the Agreement, whether arising in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence tort (including negligence) or other tort restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall not exceed be limited to an amount equal the greater of 100% of Charges aggregate Fees paid (if any) by the IME Merchant in the six (6) months immediately prior to MedCo during the preceding 12 months pursuant to this User Agreement or date on which the sum cause of £500.action for such liability arose; and 10.4 With the exception of liability under an indemnity, which shall be unlimited, 15.10.2 neither Party shall be liable to the other Party under this User Agreement other, whether in contract, tort (including for any negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise for any: lossesthat are not reasonably foreseeable; or loss of profit profit; or for any loss of goodwill or reputation; or loss of business; or loss of businessopportunity; or loss of anticipated saving; or loss or corruption of data or information; or special, indirect special or consequential damage or loss or damage of any kind (including without limitationwhatsoever, any loss in each case that arises under or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwisein connection with the Agreement. 10.5 Nothing in this User Agreement shall limit 15.11 The Merchant acknowledges and agrees that, given the nature of the Services, the availability of suitable alternative payment methods and its ability to choose other providers of services similar to the Services before entering into the Agreement, the limitations on liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to Clause 15 are reasonable in all the contrary, each Party shall ensure circumstances and that its Personnel comply with the terms Fees havebeen calculated taking into account such limitations (which would be higher but for such limitations) and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for accordingly the actions or omissions Merchant has accepted the risk of its Personnel as if they were actions or omissions any losses it may suffer because of the relevant Partylimitation on EMS’ liability under this Clause 15.

Liability and Indemnities. 10.1 The IME DME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME DME of the warranties contained in Clause 4; andclause 4.3 and clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME Authorised Users of the Case Data and Expert Data; 10.2 The IME hereby Notwithstanding that MedCo shall use its reasonable endeavours to procure that the Database Data is accurate, the DME acknowledges and agrees that: (a) that the Database Data shall be has been supplied by third parties (which may include the IME DME or its Personnel); (b) , and that MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) data and MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and MedCo hereby excludes to the fullest extent permitted by law, MedCo hereby excludes law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Database Data including, but not limited to, the accuracy, completeness or suitability thereofin that regard. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Agreement in respect of all claims by the IME DME against MedCo, MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, otherwise shall not exceed the greater of 100% of Charges paid (if any) by the IME DME to MedCo during the preceding 12 months month period pursuant to this User Agreement or the sum of £500Agreement. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party party shall be liable to the other Party party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party party for death or personal injury caused by the negligence of that Partyparty, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party party shall be liable for the actions or omissions of its Personnel (including without limitation the Users) as if they were actions or omissions of the relevant Partyparty. Notwithstanding the foregoing, for the avoidance of doubt, MedCo shall not be liable for actions or omissions of Users.

Liability and Indemnities. 10.1 The IME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME of the warranties contained in Clause clause 4; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME ▇▇▇▇ of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) that the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) parties, and that MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) data and MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary Service and MedCo hereby excludes to the fullest extent permitted by law, MedCo hereby excludes law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, or the accuracy, completeness or suitability thereofservice (as appropriate) in that regard. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Agreement in respect of all claims by the IME against MedCo, MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, otherwise shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party party shall be liable to the other Party party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party party for death or personal injury caused by the negligence of that Partyparty, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party party shall be liable for the actions or omissions of its Personnel (including without limitation the Users) as if they were actions or omissions of the relevant Partyparty. Notwithstanding the foregoing, for the avoidance of doubt, MedCo shall not be liable for actions or omissions of Users.

Liability and Indemnities. 10.1 The IME Authorised User shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, including but not limited to, to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME Authorised User of the warranties contained in Clause 4; andclauses 4.3 and clause 5; (b) any claim made against MedCo Medco for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo Medco or the IME Authorised Users of the Case Data and Expert Data;. 10.2 The IME Authorised User hereby acknowledges and agrees that: (a) that the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) parties, and that MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) data and MedCo does not make or include any representations, warranties or guarantees relating to and including, including but not limited to, to the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary Service and MedCo hereby excludes to the fullest extent permitted by law, MedCo hereby excludes law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, or the accuracy, completeness or suitability thereofservice (as appropriate) in that regard. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, Agreement in respect of all claims by the IME Authorised User against MedCo, MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, otherwise shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimitedSave as otherwise expressly stated in this Agreement and without prejudice to clause 10.3, neither Party party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party party for death or personal injury caused by the negligence of that Partyparty, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.

Liability and Indemnities. 10.1 The IME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, but 9.1 Phosphagenics not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with:liable; Phosphagenics indemnifies the Company (a) except as provided in clause 8.2, Phosphagenics disclaims all representations and warranties, whether express, implied, or statutory, including any breach by implied warranty of merchantability or of fitness for a particular purpose and any implied warranty arising from course of dealing or usage of trade. Except as provided in clause 8.2, there is no warranty against interference with the IME Company’s enjoyment of the warranties contained in Clause 4; andlicense granted under this License Agreement or any rights to the Field or with respect to infringement. (b) Phosphagenics shall not be liable for: (i) any claim made against MedCo for actual injury to or alleged infringement the death of a third party's intellectual property rights any person (including any of the Company’s personnel) arising out of or in connection with the use by MedCo or the IME Company 's performance of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that:its obligations under this License Agreement; or (aii) the Data shall be supplied by third parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability any property of any Party for death or personal injury person (including the Company and its personnel) arising out of the Company’s performance of its obligations under this License Agreement, except to the extent that the same is caused by the negligence of Phosphagenics, provided that Partyin no case shall Phosphagenics be liable for the payment of damages in respect of consequential losses; (c) Phosphagenics indemnifies, its servants and shall defend and hold harmless, the Company and Q▇▇▇▇▇▇ against all claims, actions, damages, losses (other than consequential losses), liabilities, costs, charges, expenses and outgoings (collectively, “Losses”) that the Company pays, suffers or agentsincurs as a result of, in connection with, or arising from: (i) breach by Phosphagenics of this License Agreement (including any breach of a warranty or representation given under clause 8); (ii) any infringement on the intellectual property rights of a third party because of the use of the Intellectual Property contemplated by this License Agreement; (iii) any claims by a third party that use of the Intellectual Property contemplated by this License Agreement infringes on such third party’s rights; fraud or fraudulent misrepresentation; or (iv) any matter obligation of which liability cannot be excluded by law; or any claim for payment the Company under an indemnity contained applicable law to withhold portions of the amounts that the Company is required to pay pursuant to this License Agreement. Notwithstanding anything in this User Agreement. 10.6 Unless expressly stated clause 9.1(c) to the contrary, each Party shall ensure Phosphagenics will not be required to indemnify the Company or Q▇▇▇▇▇▇ to the extent that its Personnel comply with Losses for which Phosphagenics would otherwise be required to indemnify the terms Company or Q▇▇▇▇▇▇ pursuant to this clause 9.1(c) exceed, in the aggregate, the sum of (x) $1,000,000 and conditions set out in this User Agreement (y) 1,440,000 multiplied by the closing price per share, as appropriate). Each Party shall be liable for reflected on the actions or omissions of its Personnel as if they were actions or omissions NASDAQ, of the relevant PartyCompany’s common stock, par value $0.0005 per share, on the Effective Date.

Liability and Indemnities. 10.1 The IME 10.1. COMPANY shall indemnify MedCo indemnify, defend and hold harmless BAXTER and its Affiliates, and any of their respective directors, officers, employees, subcontractors and agents (collectively the "INDEMNIFIED PARTIES") from and against any and all liabilities, costsobligations, expensespenalties, damages claims, judgments, demands, actions, disbursements of any kind and losses nature, suits, losses, damages, costs and expenses (including, but not limited towithout limitation, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basisreasonable attorney's fees) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the IME of the warranties contained in Clause 4; and (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data shall be supplied by any property damage or personal injury (including without limitation death) of third parties (which may include the IME or its Personnel); (bcollectively "CLAIMS") MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) arising out of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with COMPANY's negligence or willful misconduct or COMPANY's breach of this User Agreement except to the extent any of the foregoing is caused solely by the negligence or willful misconduct of BAXTER or solely by the breach by BAXTER of its obligations under this Agreement; or b) any claim that the Materials or use of the Materials in carrying out the Feasibility Study violates the patent, trademark, copyright or other proprietary rights of any third party. 10.2. BAXTER shall indemnify, defend and hold harmless COMPANY and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents from and against any and all a) Claims resulting solely from ▇▇▇▇▇▇'▇ negligence or willful misconduct or solely from ▇▇▇▇▇▇'▇ breach of its obligations under this Agreement; or b) claims that ▇▇▇▇▇▇'▇ patented and/or proprietary Formulation Technologies or use of ▇▇▇▇▇▇'▇ patented and/or proprietary Formulation Technologies in carrying out the Feasibility Study violates the patent, trademark, copyright or other proprietary rights of any third party. 10.3. As a condition to a Party's right to receive indemnification under Article 10.1 or 10.2, a Party shall (i) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (ii) cooperate with the indemnifying Party in the defense of such claim or suit, and (iii) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified Party. The indemnifying Party shall have no liability under this Article 10 with respect to claims or suits settled or compromised without its prior written consent. 10.4. Except as provided in Article 10.1 or 10.2, in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, no event shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither either Party shall be liable to the other Party under this User Agreement for any lost profits, loss of profit use, loss of business, business interruption, loss of data, cost of cover or for any indirect special indirect, special, consequential or consequential loss or damage incidental damages of any kind nature whatsoever, however caused and under any theory of liability whether based in contract, warranty, tort (including without limitation, any loss or damage to profitnegligence), revenuestrict liability, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract statutory or otherwise. 10.5 Nothing , arising out of or in connection with this User Agreement shall limit agreement even if the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions other party has been advised of the relevant Partypossibility of such damages.

Liability and Indemnities. 10.1 (a) Each of the Transferor and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The IME Transferor shall indemnify MedCo indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and agents from and against all liabilitiesany taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein (except (i) taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee, costs(ii) taxes arising out of the transfer of the Financed Student Loans to the Eligible Lender Trustee, expenses(iii) taxes arising out of the issuance and sale of the Certificates and the Notes, damages and losses (iv) taxes arising out of the ownership of the Financed Student Loans (including, but without limitation, income taxes), and (v) taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same). (c) The Transferor shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee and the Indenture Trustee from and against any and all Indemnifiable Expenses arising out of, or imposed upon such Person through, (i) the Transferor's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Transferor's or the Issuer's violation of federal or State securities laws in connection with the offering and sale of the Notes and the Certificates; provided, however, the Transferor shall not limited tobe liable for any such Indemnifiable Expenses imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any directtheory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential lossesdamages, loss each of profitwhich is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Transferor shall indemnify, loss defend and hold harmless the Eligible Lender Trustee, the Delaware Trustee and the officers, directors, employees and agents of reputation the Eligible Lender Trustee and the Delaware Trustee from and against, Indemnifiable Expenses arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of such Person hereunder and under the Trust Agreement, except to the extent that such Indemnifiable Expenses: (i) shall be due to the willful misfeasance, bad faith or negligence of such Person, (ii) shall arise from any breach by such Person of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by such Person of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (e) The Transferor shall pay any and all interesttaxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Transferor's responsibilities pursuant to the parenthetical in paragraph (b) above). (f) Pursuant to Section 6.7 of the Indenture, penalties and subject to the limitations therein, the Transferor shall pay reasonable compensation to the Indenture Trustee and shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against all Indemnifiable Expenses, to the extent and in the manner provided in the Indenture. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal costs or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (calculated on a full indemnity basisg) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee from and against any and all other professional costs and expenses) suffered Indemnifiable Expenses arising out of, or incurred imposed upon such Person through, the Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance or bad faith on the part of the Master Servicer is established by MedCo arising a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer; provided, however, the Master Servicer shall not be liable for any such Indemnifiable Expenses imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in connection with:this Agreement. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the Master Servicer (including acts of God, acts of war, severe weather, communications failures or failures to receive electronic data or labor disputes or strikes, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages. (ah) any breach by Indemnification under this Section shall survive the IME resignation or removal of the warranties contained in Clause 4; andEligible Lender Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor or the Master Servicer, as the case may be, shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Transferor or the Master Servicer, as the case may be without interest. (bi) Promptly after receipt by an indemnified party under this Section 6.3 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against MedCo the indemnifying party under this Section 6.3, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 6.3., except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6.3 for actual any legal or alleged infringement of a third party's intellectual property rights arising out of or other expenses subsequently incurred by such indemnified party in connection with the use by MedCo or defense thereof other than reasonable costs of investigation. In no event shall the IME of the Case Data indemnifying party be liable for fees and Expert Data; 10.2 The IME hereby acknowledges and agrees that: (a) the Data shall be supplied by third expenses for more than one counsel separate from their own counsel for all indemnified parties (which may include the IME or its Personnel); (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreementany one action or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all claims by liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the IME against MedCoprior written consent of the indemnifying party, giving rise settle, compromise or consent to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage entry of any kind (including without limitationjudgment with respect to any pending or threatened claim, any loss action, suit or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseproceeding in which indemnification may be sought hereunder. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement. 10.6 Unless expressly stated to the contrary, each Party shall ensure that its Personnel comply with the terms and conditions set out in this User Agreement (as appropriate). Each Party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of the relevant Party.