Indemnification by Licensee. Licensee will indemnify, defend and hold harmless Axsome, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, a “Axsome Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the Axsome Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:

Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Merck and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Merck Indemnified Party”) from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys” fees), subject to the limitations in [Section 11.05] (collectively, a “Liability”) that a Merck Indemnified Party may incur, suffer or be required to pay resulting from or arising out of # the development, Manufacture, promotion, distribution, use, marketing, sale or other disposition of the and/or Licensed Product by Licensee, its Affiliates or sublicensees, # any breach by Licensee of any of its representations, warranties and covenants contained in [Sections 10.01 and 10.03]3] herein, and # the negligence and/or willful misconduct of Licensee, its Affiliates or sublicensees. Notwithstanding the foregoing, Licensee shall have no obligation under this Agreement to indemnify, defend or hold harmless any Merck Indemnified Party with respect to any Liabilities that result from the gross negligence or willful misconduct of Merck, Merck Indemnified Party or any of their respective employees, officers, directors or agents or that result from Merck’s breach of its obligations under this Agreement.

Licensee Data. Licensee, at no cost to Axsome, shall provide Axsome with any and all data obtained from any of the research activities that were conducted, pursuant to either of [Sections 3.3.1 or 3.3.2]2], by, on behalf of or under the direction of Licensee or its Affiliates (“Licensee Data”). Licensee shall grant Axsome a right and license to use (including the right to provide access to and to license or sublicense to Third Parties, including Axsome’s Upstream Licensors) such Licensee Data in support of the Development for use or Commercialization of Licensed Products and to otherwise support the Commercialization of products containing the Licensed Compound for use outside the Territory. Licensee acknowledges that Axsome and its Upstream Licensors shall retain all right, but have no obligation, to conduct clinical trials, both outside and within the Territory, of any products containing any Licensed Compound for purposes of seeking Regulatory Approval of and Commercializing such products solely outside of the Territory, including seeking approval of additional indications for such products. Upon Licensee’s request, and solely to the extent necessary for Licensee to obtain Regulatory Approval of Licensed Products for use in such additional indications, Axsome shall provide Licensee access to and a right to use any data arising out of the aforementioned clinical trials conducted by or on behalf of Axsome.

Licensee Enforcement. In the event that either Licensee or Merck becomes aware of any alleged or threatened commercially material infringement in a country in the Territory of any issued patent within the Compound Patent Rights or Joint Patent Rights, it will notify the other Party in writing to that effect. Licensee shall have the first right (but not the obligation) to enforce any such Compound Patent Right or Joint Patent Right against any such infringer or alleged infringer, at its own expense, and control, and litigate and settle, such suit as set forth herein. Merck shall reasonably cooperate in any such suit at Licensee’s expense; and where necessary, Merck shall join in, or be named as a necessary party to, such suit. Licensee shall not enter into any settlement of any claim described in this [Section 8.04(a)] that, in the reasonable judgment of Merck would violate any law or regulation, admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Merck, requires an admission of liability, wrongdoing, or fault on the party of Merck, without Merck’s prior written consent (in each case, such consent not to be unreasonably withheld). Merck shall have the right, prior to commencement of the trial, suit or action brought by Licensee, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.

Licensee shall, at its own expense, provide attorneys reasonably acceptable to Harvard to defend against any actions brought or filed against any Indemnitee hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. Any Indemnitee seeking indemnification hereunder shall promptly notify Licensee of such Claim; provided further that any failure of or delay in such notification shall not affect Licensee’s indemnification obligation unless and to the extent such failure or delay is materially prejudicial to Licensee. The Indemnitees shall provide Licensee, at Licensee’s expense, with reasonable assistance and full information with respect to such Claim and give Licensee sole control of the defense of any Claim. Neither Licensee nor Harvard shall settle any Claim without the prior written consent of the other, which consent shall not be unreasonably withheld.

Section # Indemnification. Licensee acknowledges that Licensor is entering into this Agreement as an accommodation to Licensee, and accordingly Licensee shall indemnify Licensor from any damages, losses or claims arising from performance or non-performance of this Agreement except for those resulting from Licensor’s gross negligence or willful misconduct.

foregoing, the following sections, together with this [Section 8.6] and any sections that expressly survive, shall survive expiration or termination of this Agreement for any reason: [Article 1] (Definitions), [Section 2.2.2] (Licensee Grant of Right of Reference), [Section 3.3.3] (Licensee Data), [Section 4.5] (Reports and Payments) (with respect to Licensed Product sold prior to expiration or termination), [Section 4.6] (Inspection of Records), [Section 4.7] (Confidentiality), [Section 5.1] (Pre-Existing IP), [Section 5.2] (Ownership of Developed IP), [Section 5.7] (Third Party Infringement Suits) (with respect to alleged infringement occurring prior to expiration or termination), [Article 6] (Confidentiality), [Section 8.5] (Effects of Termination), [Section 9.1] (Limitation of Liability), [Section 9.2] (Indemnification by Licensee), [Section 9.3] (Indemnification by Axsome), [Section 9.4] (Procedure) and [Article 10] (Miscellaneous).

RCT hereby grants to Licensee the following nonexclusive, nontransferable (except as provided in [Article 12]) worldwide licenses: # a license under the RCT PATENT RIGHTS to produce or make NANOBODY PRODUCT and only NANOBODY PRODUCT (but not to have produced or made except as provided under Paragraphs 3.5, 3.6 and 3.7) and to use, sell, offer to sell, and import the thus produced NANOBODY PRODUCT; and # a license to use the EXPRESSION SYSTEM and to use the RCT EXPRESSION TECHNOLOGY to produce or make NANOBODY PRODUCT and only NANOBODY PRODUCT (but not to have produced or made except as provided under Paragraphs 3.5, 3.6 and 3.7) and to use, sell, offer to sell, and import the thus produced NANOBODY PRODUCT; subject to the limitations identified below. The foregoing licenses include, without limitation, the right to develop a MANUFACTURING PROCESS either on behalf of Licensee […​…], subject to Paragraphs CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...​...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Licensee Option to Negotiate. If Licensee determines, in its sole discretion, that, in order for Licensee, its Affiliates or sublicensees to engage in the Licensed Activities, it is necessary or desirable to obtain a license under one or more Patent Rights or other Intellectual Property Rights Controlled in the Territory by a Third Party, then Licensee shall notify Axsome and Licensee will have the right, but not the obligation, to negotiate and enter into a license or other agreement with such Third Party, provided that Licensee shall not seek to obtain any such license or rights with respect to the Licensed Compound or products containing the Licensed Compound outside of the Territory. All costs and expenses of assessing the need for, negotiating and obtaining any such license or other agreement shall be borne by Licensee and all fees and payments payable under any such license or other agreement shall be the sole responsibility of and paid by Licensee.

Record Keeping by Licensee. Licensee and its Affiliates shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. Upon ​ days prior written notice from Merck, Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected by Merck and reasonably acceptable to Licensee, at Merck’s expense, to have access during normal business hours to examine the pertinent books and records of Licensee, its Affiliates and/or sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. ​. Licensee may designate competitively sensitive information that such auditor may not disclose to Merck, provided, however, that such designation shall not encompass the auditor’s conclusions. The accounting firm shall disclose to Merck only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Merck. All such accounting firms shall sign a confidentiality agreement (in form and substance reasonably acceptable to Licensee) as to any of Licensee’s or its Affiliate‘s confidential information that such accounting firms are provided, or to which they have access, while conducting any audit pursuant to this [Section 7.05(a)].

Licensee Right to Negotiate. In the event Licensee or a Related Party obtains any license(s) or immunity from suit under the intellectual property of a Third Party in connection with the manufacture, distribution, use, sale, offer for sale or import of a Licensed Product, and if the total royalty burden exceeds ​ of annual Net Sales, then for every ​ above ​, Licensee will be entitled to reduce the royalty payable to Merck by ​ up to a maximum of ​ in total. In any event, Merck’s applicable royalty will never be reduced by more that ​.

Indemnification. To the extent not covered by insurance, or if there is a failure to provide full insurance coverage for any reason, and to the extent permissible under applicable laws and regulations, the Employers agree to hold harmless and indemnify the Administrator, its members and its employee delegates against any and all claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom, including, without limitation, costs of defense and attorneys' fees, based upon or arising out of any act or omission relating to or in connection with the Plan and, if applicable, any trust other than losses resulting from any such person's fraud or willful misconduct.

Except as provided in [Sections 3 and 5]5] hereof, the Corporation shall indemnify the Indemnified Representative against any Liability (as hereinafter defined) incurred by or assessed against the Indemnified Representative in connection with any Proceeding (as hereinafter defined) in which the Indemnified Representative may be involved, as a party or otherwise, by reason of the fact that the Indemnified Representative is or was serving in any Official Capacity held now or in the future, including, without limitation, any Liability resulting from actual or alleged breach or neglect of duty, error, misstatement, misleading statement, omission, negligence, act giving rise to strict or product liability, act giving rise to liability for environmental contamination, or other act or omission, whether occurring prior to or after the date of this Agreement. As used in this Agreement:

CONSULTANT shall indemnify and hold ​ and its related entities, and the directors, officers, agents, representatives and employees of all such entities, harmless from and against any and all liabilities, losses, damages, costs, expenses, causes of action, claims, suits, legal proceedings and similar matters, including without limitation reasonable attorneys’ fees (collectively, “Losses”), resulting from or arising out of the failure of CONSULTANT or any of CONSULTANT’s employees to comply with and perform fully the obligations hereunder, or resulting from any act or omission on the part of CONSULTANT, provided however that the indemnification shall not apply to any good faith action on the part of the CONSULTANT that is within the scope of this Agreement. If any cause of action, claim, suit or other legal proceeding is brought against CONSULTANT in connection with any services rendered under this Agreement, CONSULTANT shall promptly notify ​ upon learning of any such proceeding.

Indemnification. Executive shall be entitled to indemnification with respect to Executive’s services provided hereunder pursuant to applicable law, the terms and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”) liability insurance policy, and Company’s standard indemnification agreement for directors and officers as executed by Company and Executive.

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