By Verrica. Verrica shall and hereby does save, defend and hold Lytix and its Affiliates and their respective directors, officers, employees and agents (each, a “Lytix 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 Lytix 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 research, Development, Manufacture, use, marketing, promotion, distribution, handling, storage, sale or other disposition of Product by or on behalf of Verrica or any of its Affiliates or Sublicensees; # the breach by Verrica of any provision of this Agreement; or # the gross negligence or willful misconduct of any Verrica Indemnitee; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Lytix Indemnitee or the breach by Lytix of any provision of this Agreement.

By Verrica. If Verrica desires to modify the specifications or manufacturing process of the Compound or Product, including pursuant to any express requirement or recommendation by a Regulatory Authority in the Verrica Territory or in order to comply with Applicable Law, that may impact on the quality of Compound or Product to be provided to Licensee or otherwise require Product Filings in the Territory, Verrica shall provide Licensee written notice reasonably prior to such change and shall obtain Licensee’s consent (which shall not be unreasonably withheld, conditioned, or delayed) in accordance with the Supply Agreements. Licensee shall use Commercially Reasonable Efforts to make the necessary Product Filings in the Territory to reflect such modification to the specifications or manufacturing process. Verrica shall be responsible for all costs and expenses incurred by it in connection with such modifications under this [Section 7.5(a)] and shall reimburse Licensee for any and all reasonable external costs and expenses reasonably incurred by Licensee with respect thereto, including # to make the necessary Product Filings in the Territory to reflect such modification under this [Section 7.5(a) and (ii)])] to the extent applicable, the validation of such modified specifications, auditing of new equipment or facilities required as a result of the modified specification or manufacturing process, and market announcements. Verrica shall cooperate, and shall cause its CMOs to cooperate, with Licensee in filing necessary Product Filings in connection with such modification under this [Section 7.5(a)] at Verrica’s cost and expense. Notwithstanding the foregoing, until the necessary Regulatory Approval is granted in the Territory, Verrica shall supply Licensee with the Product without such modifications.

Indemnification by Verrica. Subject to the terms of this Section 13, Verrica will defend, indemnify and hold harmless Supplier, its Representatives and their permitted assigns and successors-in-interest (collectively, the “Supplier Indemnitees”) from and against any and all Losses arising out of or relating to any one or more of the following indemnification events (the “Verrica Indemnification Events”; and together with the Supplier Indemnification Events, the “Indemnification Events”):

By Verrica. Verrica shall and hereby does save, defend and hold Licensee and its Affiliates and their respective directors, officers, employees and agents (each, an “Licensee Indemnitee”) harmless from and against any and all Losses to which any Licensee 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 Verrica or any Confidential

License to Verrica. Subject to the terms and conditions of this Agreement, Lytix hereby grants Verrica an exclusive (even as to Lytix and its Affiliates), royalty-bearing license, with the right to sublicense through multiple tiers in accordance with [Section 0], under the Licensed Technology to research, Develop, Manufacture, have Manufactured, use, sell, have sold, offer for sale, import, and otherwise Commercialize Products in the Licensed Field in the Territory, provided, however, that the foregoing license shall exclude the right to Manufacture and having Manufactured the API except as set forth in any Supply Agreement.

Unilateral Termination by Verrica. At any time after the first (1st) anniversary of the Effective Date, Verrica may terminate this Agreement, on a Region-by-Region basis or in its entirety, for any or no reason upon ​.

Inspections of Verrica. Verrica shall immediately notify Lytix as soon as Verrica becomes aware of any Regulatory Authority inspections relating to any Product in the Licensed Field in the Territory. Lytix may be present at any such inspections and Verrica shall provide Lytix the opportunity to review and comment on any responses that may be required. If Verrica does not receive prior notice of any such inspection, Verrica shall notify Lytix as soon as practicable after such inspection and shall provide Lytix with copies of all materials, correspondence, statements, forms and records received or generated pursuant to any such inspection.

Verrica IP. Verrica shall, and shall cause its Affiliates and Sublicensees to, disclose to Lytix # any and all Information Controlled by Verrica, its Affiliates, or Sublicensees as of the effective date of termination of this Agreement that has been generated by or on behalf of Verrica, its Affiliates or Sublicensees with respect to Product, # any Verrica Inventions, and # any Patents Controlled by Verrica or its Affiliates that Cover the Product in the Licensed Field in the Territory, in each case that are necessary or reasonably useful to enable Lytix to Develop and Commercialize Product in the Licensed Field in the terminated country or countries or Region, as applicable (collectively, the “Verrica IP”). After receipt of the Verrica IP, Lytix may notify Verrica that it wishes to obtain a license to the Verrica IP to Develop and Commercialize Product in the Licensed Field in the terminated country or countries or Region, as applicable. The Parties shall negotiate the terms of such license in good faith for a period not to exceed ​ days. The terms of such license will include a mutually agreed upon payment on signing of the license, and will include milestone payments to become due upon the achievement of the then-remaining development milestone events set forth in [Section 0] and the sale-based milestone events set forth in [Section 0], together with royalty payments. Any such Verrica IP shall be subject to the confidentiality obligations and exemptions from confidentiality obligations set forth in 0. If the Parties are unable to agree on the terms and execute a definitive agreement with respect to the Verrica IP during such ​-day negotiation period, then they may have such terms determined by baseball arbitration pursuant to [Section 0].

Verrica Territory. Verrica has the first right, but not the obligation, to control and manage the prosecution and maintenance of all Joint Patents in the Verrica Territory, at its sole cost and expense and by counsel of its own choice. Verrica shall consult with Licensee as to the Verrica Territory prosecution and maintenance of any such Joint Patents reasonably prior to any deadline or action with any patent office and shall furnish to Licensee copies of all relevant drafts and documents reasonably in advance of such consultation. Verrica shall consider in good faith Licensee’s comments related to such Patents prior to submitting such filings and correspondence, provided that Licensee provides such comments to Verrica within ​ (or a shorter period reasonably designated by Verrica if ​ is not practicable given the filing deadline) of receiving the draft filings and correspondence from Verrica. Verrica shall keep Licensee reasonably informed of progress with regard to the prosecution and maintenance of such Joint Patents in the Verrica Territory and shall provide to Licensee copies of all material patent office submissions within a reasonable amount of time following submission thereof by Verrica. If Verrica desires to abandon or cease the prosecution or maintenance of any Joint Patents in the Verrica Territory, Verrica shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than ​ prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, Licensee may, upon written notice to Verrica, elect to continue the prosecution and maintenance of any such Joint Patent, at its sole cost and expense and by counsel of its own choice.

Verrica Patents in the Verrica Territory. Verrica has the sole right to bring and control any legal action to enforce any Verrica Patents in the Verrica Territory, at its own expense as it reasonably determines appropriate, and Licensee shall not have the right Confidential