Indemnification by CRISPR. Each CRISPR Entity will jointly and severally indemnify, defend and hold harmless [[Nkarta:Organization]] and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “[[Nkarta:Organization]] Indemnified Party”) from and against any and all Liabilities that any [[Nkarta:Organization]] Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:

CRISPR Patents. As between the Parties, CRISPR will control and be responsible for all aspects of the Prosecution and Maintenance of CRISPR Patents (excluding Joint Patents).

CRISPR Covenants. CRISPR hereby covenants to [[Nkarta:Organization]] that, except as expressly permitted under this Agreement:

CRISPR Covenants. CRISPR hereby covenants to [[Organization A:Organization]] that, except as expressly permitted under this Agreement:

To CRISPR. Vertex hereby grants to CRISPR the right to rely upon and a right to copy, access, and otherwise use, all Adverse Event information pertaining to each Product (except for any Alternative Product that is not Covered by and does not embody the Licensed Technology) as reasonably required in connection with the Development and Commercialization of products (including the Products to the extent permitted under the Co-Commercialization Agreement, if applicable), and Vertex shall, if requested by CRISPR, provide a signed statement that CRISPR may rely on, and the Regulatory Authority may access, in support of CRISPR’s application for Regulatory Approval of such products.

“CRISPR Background Technology” means the CRISPR Background Know-How and the CRISPR Background Patents.

“CRISPR Patents” means # CRISPR Background Patents, # CRISPR Program Patents, and # CRISPR’s interest in the Joint Patents.

Patents Solely Owned by CRISPR. CRISPR will retain all rights to pursue an infringement of any Patent solely owned by CRISPR and CRISPR will retain all recoveries with respect thereto.

CRISPR will maintain and not breach any CRISPR In-License Agreements that provide a grant of rights from such Third Party to CRISPR that are Controlled by CRISPR and are licensed from CRISPR to [[Organization A:Organization]] for a Product Candidate or Product under this Agreement;

“Company CRISPR/Cas Technology” means the Company CRISPR/Cas Know-How and the Company CRISPR/Cas Patents.