. Relay will indemnify, defend and hold harmless Licensee, its Affiliates and its and their respective directors, officers, employees, agents, Licensee Sublicensees, Third Party Subcontractors, successors and assigns, from and against any and all Losses to the extent arising out of or attributable to any Third Party Claim based upon:

General Indemnification by QIAGEN. QIAGEN will # at its sole expense, defend any Third Party Claim against any [[Organization A:Organization]] Related Party to the extent that such Third Party Claim arises out of, or relates, directly or indirectly to: # the gross negligence or willful misconduct of QIAGEN in connection with the performance of its obligations under this Agreement; # the manufacture, use or sale of the Product or the Sequencing System, other than Third Party Claims covered by Section 12.2; # QIAGEN’s material breach of any of its representations, warranties, covenants or obligations under this Agreement; or # (each of (a), (b), and (c), a “QIAGEN Generally Indemnified Claim”), and # pay: # any final damage award entered by a court of competent jurisdiction against any [[Organization A:Organization]] Related Party for any QIAGEN Generally Indemnified Claim; and # any amounts owing under any settlement agreement to which QIAGEN has agreed to the extent such amounts are paid in settlement of such QIAGEN Generally Indemnified Claim; provided, that such indemnity under (a), (b), and

Section # General Indemnification.

General. Janssen shall conduct Development of the Profit Share Product in accordance with the Global Development Plan. “Global Development Plan” or “GDP” means the written plan for Janssen’s Development of the Profit Share Product in the U.S. and OUS Territory containing the information set forth in [Section 4.1.2] below, as it may be amended from time to time in accordance with the terms of this Exhibit. The GDP shall include the Development Budget, as described in [Section 4.1.2] below. If there is more than one Profit Share Product, each Profit Share Product shall have a separate GDP.

General. ​ Janssen shall use ​ Efforts to execute and to perform, or cause to be performed, the Development activities in the GDP for the Profit Share Product, in accordance with the timetables in the GDP.

General. The Parties shall Commercialize each Profit Share Product in the U.S. in accordance with the applicable U.S. Commercialization Plan and the terms of this Section 5.1, subject to the oversight of the USJCC as set forth in this Section 5.1. “U.S. Commercialization Plan” means, for each Profit Share Product, a written plan for Commercialization of the Profit Share Product in the U.S. containing the information set out in [Section 5.1.2] below, as it may be amended from time to time in accordance with the terms of this Exhibit. The U.S. Commercialization Plan shall include the U.S. Commercialization Budget, as described in [Section 5.1.2] below.

General. Except as otherwise provided in this Agreement, if Participant’s employment or other service with the Company terminates, all Restricted Stock Units unvested at the time of termination shall expire and be forfeited immediately and returned to the Company.

General. Effective on the Effective Date, the Company shall employ Executive and Executive shall remain in the employ of the Company, for the period and in the positions set forth in this Section 1, and subject to the other terms and conditions herein provided.

General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from [Section 409A] and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

General. In addition to those matters set forth in this Agreement, during his employment hereunder, the Executive and, to the extent applicable, Executive’s spouse, legal dependents and beneficiaries shall be entitled to participate in or become a participant in all employee benefit plans and programs, including improvements or modifications of the same, maintained by the Company (including but not limited to the benefits of certain pension and other retirement benefit plans, profit sharing, stock option, or other plans, benefits, and privileges) and available to other employees of the Company.