Apellis License. Apellis hereby grants to [[Bachem CH:Organization]] a nonexclusive, royalty-free, limited, non-transferable, non-sublicensable license, during the Term, to use the applicable Apellis Property, solely to the extent necessary to Manufacture and supply Drug Substance in accordance with this Agreement and to otherwise comply with its obligations hereunder. No other rights or licenses, either express or implied, to any patents, patent applications, trademarks, know-how, or other intellectual property owned or licensed by Apellis, are granted. Apellis also grants [[Bachem CH:Organization]] a non-exclusive, transferable, perpetual, paid-up and royalty free license to the Apellis IP that is developed by or on behalf of [[Bachem CH:Organization]] in the course of the activities performed pursuant to this Agreement and that is capable of being used independently of the Apellis Property and generally applicable to peptide manufacturing.

Indemnification by Apellis. Apellis hereby agrees to defend, indemnify and hold harmless [[Bachem CH:Organization]] and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, a “[[Bachem CH:Organization]] Indemnitee”) from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys’ fees (collectively, the “Losses”), to which any [[Bachem CH:Organization]] Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise directly or indirectly out of: # the breach by Apellis of any warranty, representation, covenant or agreement made by Apellis in this Agreement; # the storage, use, transfer or sale, labeling, packaging, distribution, promotion, marketing, sale, or other disposition of Drug Substance (in each case after Delivery to Apellis) or the manufacture, use, transfer or sale, labelling, packaging distribution, promotion, marketing, sale or other disposition of any Product; # the failure by Apellis to comply with Applicable Law relating to the Product; # the negligence, gross negligence, illegal conduct or willful misconduct of Apellis or an Affiliate or sublicensee, or any officer, director, employee, agent or representative thereof; or # any Claim that the manufacture, use or sale of a Product infringes any patents, copyrights or trademarks or misappropriates any know-how owned by a Third Party; except, with respect to each of [subsections (a), (b), (c), (d) and (e)])])])])] above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any [[Bachem CH:Organization]] Indemnitee or the breach by [[Bachem CH:Organization]] of any warranty, representation, covenant or agreement made by [[Bachem CH:Organization]] in this Agreement or are subject to indemnification by [[Bachem CH:Organization]] under Section 12.2.

Apellis Supplied Material. Apellis represents and warrants as of the Effective Date, and hereinafter, as set forth below, covenants to [[Bachem CH:Organization]] that Apellis has the rights to transfer the Apellis Supplied Materials to [[Bachem CH:Organization]] for the purposes contemplated by this Agreement and to grant [[Bachem CH:Organization]] the rights granted to [[Bachem CH:Organization]] by Apellis under this Agreement with respect to Apellis IP.

Apellis Confidentiality Obligations. During the Term of this Agreement and for a period of ​ thereafter, Apellis shall maintain in confidence and shall not use NOF’s Confidential Information except as authorized under this Agreement and shall not disclose any NOF’s Confidential Information to any Third Party other than: # employees, consultants, agents or contractors of Apellis or any of Apellis’s Affiliates who are bound by similar obligations of confidentiality and nonuse and who have a need to know such information in order to perform their duties in carrying out Apellis’s obligations under this Agreement, or in exercising Apellis’s rights under this Agreement, or in order to provide direction or services to Apellis regarding production, testing, storage or quality of the Drug Substance or Drug Product, or regulatory, compliance or other issues related to the Drug Substance or Drug Product; or # Regulatory Agencies in connection with communication(s) or Regulatory Submission(s) regarding the Drug Substance or Drug Product.

Disclosures by Apellis. During the Development Term, Apellis shall provide SFJ at meetings of the JSC (or in advance of such meetings as part of the information that may be distributed to JSC members prior to such meetings or, if no such meeting is held in a ​, directly to SFJ) at least ​ with summaries of all data known to Apellis material to obtaining Regulatory Approval, and material Product safety data in all indications (including but not limited to Serious Safety Issues), including such material data relating to efficacy, clinical sites, patient enrollment and drop-out rates, CMC and other material manufacturing data, material communications with regulatory authorities, and summaries of APL Intellectual Property with regard to the Product for the treatment of PNH (“APL-2 Data”). In addition, Apellis shall # provide SFJ with the Apellis Disclosure Materials as set forth in [Exhibit J], # promptly notify SFJ of Trial Success following achievement thereof and # on or prior to the date that is ​ before each Funding Date subsequent to the Initial Funding Date, certify to SFJ in writing that, except as may otherwise be set forth in such writing, Apellis does not have data or information that Apellis reasonably believes evidences the occurrence of a Material Adverse Event since the immediately prior Funding Date. At least ​ during the Term, upon SFJ’s request, Executive Officers of Apellis shall meet with Executive Officers of SFJ to review and discuss Apellis’ financial condition and operations.

Apellis Requirements Obligation. Apellis shall obtain from [[Bachem CH:Organization]] pursuant to this Agreement ​ of its requirements for the Drug Substance during the Term. During the period prior to ​, Apellis shall not purchase Drug Substance from any Third Party for commercial sale except as otherwise provided in Section 2.5. For clarity, Apellis may obtain Drug Substance for clinical trial use from one or more Third Parties at any time and Apellis may qualify one or more Third Parties for the manufacture and supply of Drug Substance for commercial sale (including allowing such Third Parties to generate validation batches of Drug Substance) in accordance with Section 2.8. ​.

By Apellis. Apellis will indemnify and hold SFJ, its Affiliates, SFJ’s investors and their respective officers, directors, employees and agents (the “SFJ Indemnified Parties”), harmless from any and all Losses arising or resulting from any Claims by a Third Party against any SFJ Indemnified Parties to the extent arising from # a Product supplied by Apellis; # a physical injury or death of a Subject that is caused by the Subject’s participation in the Trial not directly attributable to the Product; # Apellis’ gross negligence or willful misconduct in the conduct of the Trial or preparation and submission of the information for Regulatory Approval; # Apellis’ material breach of this Agreement, provided that the foregoing shall not subject Apellis to liability for lost revenue, profits, or other consequential damages of SFJ or any of SFJ’s investors or any other Third Party; # any Permitted Third Party’s material breach of the Protocol, # actual or alleged infringement of any Third Party’s Intellectual Property by the Product or by Apellis in performing its duties or obligations hereunder with respect to the Product; and # injuries sustained by Subjects in connection with the Trial, including Claims arising prior to the Effective Date based upon physical injury or death of a Subject in connection with the Trial, or from the Commercialization of the Product except to the extent that any of the [foregoing (a) through (g)] were caused by SFJ’s gross negligence, willful misconduct, or material breach of this Agreement.

Apellis Intellectual Property. Apellis will have the sole and exclusive right, but not the obligation, to enforce Intellectual Property Controlled by Apellis, including Intellectual Property that covers the Trial Inventions, against Third Party Infringements.

Termination by Apellis. Apellis shall have the right to terminate this Agreement in its entirety at any time after the Effective Date # if # any required NDA, DMF or other permit or license relating to a Product is not approved or not issued, or is deactivated, by any Agency or other governmental authority, or # [[Bachem CH:Organization]] fails to satisfy Validation or other cGMP requirements; or # if any required license, permit or certificate of [[Bachem CH:Organization]] related to the Facility or the Manufacture of Drug Substance is not approved or not issued, or is deactivated or withdrawn, by any Agency or other governmental authority.

Indemnification by Apellis. Apellis shall indemnify, defend and hold NOF and its Affiliates and their directors, officers, and employees harmless from and against all Liabilities arising out of any Third Party claim to the extent resulting from # Apellis's breach of this Agreement including any of its warranties or representations hereunder; # the use of SUNBRIGHT ​ or the manufacture, sale, transfer or other disposition of the Drug Product by Apellis; or # the grossly negligent acts or omissions or willful misconduct of Apellis or any of its directors, officers, employees, subcontractors or agents in Apellis’s performance of this Agreement.