By Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its affiliates, directors, officers, shareholders, employees, representatives and agents from and against any and all claims, judgments, liabilities, damages, penalties, losses or expenses (including, without limitation, amounts paid in settlement, attorney’s fees, court costs and other legal expenses) of any kind whatsoever actually or allegedly arising out of or resulting in any way from or in connection with # the Licensed Products, Advertising and Promotion; # any act or omission of Licensee, its affiliates, directors, officers, shareholders, employees, representatives and/or agents of any of the foregoing relating to such entities’ use or misuse of the Licensed Property; # Licensee’s unauthorized or unlicensed use of third party materials and/or third party intellectual property rights in conjunction with the Licensed Products; and # the breach of any of Licensee’s representations, warranties and agreements set forth herein.

By Licensee. Licensee represents and warrants to Licensor that:

By Licensee. Licensee shall and hereby does save, defend and hold Verrica and its Affiliates and their respective directors, officers, employees and agents (each, a “Verrica Indemnitee”) harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and loss, including reasonable legal expense and attorneys’ fees (collectively, “Losses”) to which any Verrica Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: # the practice by Licensee or any of its Affiliates or Sublicensees of the License; # the research, development, manufacture, use, marketing, promotion, distribution, handling, storage, sale or other disposition of Product by or on behalf of Licensee or any of its Affiliates or Sublicensees; # the breach by Licensee of any provision of this Agreement; or # the negligence or willful misconduct of any Licensee Indemnitee; except, in each case, to the extent such Losses result from the negligence or willful misconduct of any Verrica Indemnitee or the breach by Verrica of any provision of this Agreement.

By Licensee. Any provision herein notwithstanding, Licensee shall have the right to terminate this Agreement by giving Licensor ​ prior written notice referencing this Section 12.2(b). Without prejudice to any of the provision set for the herein, should the Licensor breach any of the duties set forth in [Appendix A] Licensee shall have the right to terminate this Agreement upon ​ written notice to Licensor referencing this Section 12.2(a)

By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: ​; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

Indemnification by Licensee. Subject to Section 13.4 (and notwithstanding any other indemnification obligation assumed by Licensee under this Agreement), Licensee agrees to indemnify and hold Bioeq harmless from and against all Claims for Losses to the extent arising out of or related to:

Suit by LICENSEE. LICENSEE shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before LICENSEE commences an action with respect to any Infringement, LICENSEE shall consider in good faith the views of BCM and potential effects on the public interest in making its decision whether to sue. Should LICENSEE elect to bring suit against an infringer, LICENSEE shall keep BCM reasonably informed of the progress of the action and shall give BCM a reasonable opportunity in advance to consult with LICENSEE and offer its views about major decisions affecting the litigation. LICENSEE shall give careful consideration to those views, but shall have the right to control the action. Should LICENSEE elect to bring suit against an infringer and BCM is joined as party plaintiff in any such suit, BCM shall have the right to approve the counsel selected by LICENSEE to represent LICENSEE and BCM, such approval not to be unreasonably withheld. The expenses of such suit or suits that LICENSEE elects to bring, including any expenses of BCM incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by LICENSEE and LICENSEE shall hold BCM free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. LICENSEE shall not compromise or settle such litigation without the prior written consent of BCM, which consent shall not be unreasonably withheld or delayed. In the event LICENSEE exercises its right to sue pursuant to this clause 9.3(a)(i), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then BCM shall receive an amount equal to ten percent (10%) of such funds and the remaining ninety percent (90%) of such funds shall be retained by LICENSEE.

Termination by Licensee. LICENSEE shall have the right in its sole discretion to terminate this Agreement upon sixty (60) days’ written notice to BCM.

Termination by Licensee. Licensee may terminate this Agreement in its entirety upon # ​ prior written notice to Verrica at any time prior to the First Commercial Sale of any Product and # ​ prior written notice to Verrica at any time after the First Commercial Sale of any Product.

In the event Licensee brings an action seeking to invalidate or render unenforceable any Licensed Patent: