Sunovion Property. Notwithstanding [Section 10.1], Sunovion will retain all right, title and interest in and to: # all materials, data, analyses, reports and work product (other than Work Product) that do not solely relate to the Products and are generated by or on behalf of Sunovion (whether alone or jointly with others) under this Agreement without use of, or reliance upon, Urovant’s Confidential Information or Work Product, # all programs, methodologies, policies, processes, platforms, technologies and other materials developed or licensed by Sunovion prior to or apart from performing the Services or its obligations under this Agreement and without use of, or reliance upon, Urovant’s Confidential Information or Work Product ((i) and (ii) collectively, the “Sunovion Property”), regardless of whether such Sunovion Property is used in connection with Sunovion’s performance of the Services or its obligations under this Agreement, and # any improvements and modifications made by Sunovion to Sunovion Property without use of, or reliance upon, Urovant’s Confidential Information or Work Product.

Sunovion. Sunovion hereby represents, warrants and covenants to Urovant that:

Indemnification by Sunovion. Sunovion agrees to indemnify, defend and hold Urovant, its Affiliates, and its and their respective officers, directors, employees, subcontractors, and agents (collectively, the “Urovant Indemnitees”) harmless from and against any and all Losses resulting from any Claims by a Third Party to the extent such Claim results from, arises from or out of, relates to, is in the nature of, or is caused by: # any non-compliance of any federal, state or local governmental laws, rules, regulations or statutes by a [[Unknown Identifier]] Provider that is a party to a [[Unknown Identifier]] Contract, where such non-compliance relates to such [[Unknown Identifier]] Provider’s failure to hold all necessary licenses, permits, and authorizations necessary to provide the [[Unknown Identifier]] Services or otherwise damages Urovant, # a breach of any representation, warranty or covenant of Sunovion set forth in this Agreement, and # the negligence, gross negligence or willful misconduct of Sunovion in connection with this Agreement; except, in each case, to the extent that such Losses (or part thereof) results from a Claim that is an indemnifiable event pursuant to [Section 12.2], in which case Urovant shall indemnify the Sunovion Indemnitees for such Losses (or part thereof) in accordance with [Section 12.2].

Sunovion Insurance. Sunovion shall # maintain general liability insurance including premises and operations, broad form property damage, independent contractors, and contractual liability covering its obligations under this Agreement, with a combined single limit of [* * *] on a per occurrence and aggregate basis, and # [* * *].

Sunovion. Sunovion hereby represents, warrants and covenants to Urovant that:

Indemnification by Urovant. Urovant agrees to indemnify, defend and hold Sunovion, its Affiliates, and its and their respective officers, directors, employees, permitted subcontractors and permitted agents (collectively, the “Sunovion Indemnitees”) harmless from and against any and all Losses resulting from any Claims by a Third Party to the extent such Claim results from, arises from or out of, relates to, is in the nature of, or is caused by: # death of, or bodily injury to, any person on account of the use of any Product, # disputes that arise between Urovant and a Market Access Customer, Government Entity, or a GPO or IDN that is not a Sunovion GPO or Sunovion IDN that relate to a Urovant Market Access Contract, Urovant Government Contract, or a Urovant GPO/IDN Contract, respectively, # disputes that arise between Sunovion or Urovant and a Wholesaler, Sunovion GPO, or Sunovion IDN that relate directly to a Product; provided that if such dispute does not solely relate to a Product, then the Parties shall negotiate in good faith an appropriate allocation of responsibility under the circumstances; # any recall, quarantine, warning or withdrawal of any Product, # government pricing calculations performed by Sunovion on behalf of Urovant in connection with the GPR Services; provided that such calculations were performed by Sunovion in accordance with Sunovion’s government price calculation methodologies approved by Urovant pursuant to [Section 5.5], # a breach of any representation, warranty or covenant of Urovant set forth in this Agreement, and # the negligence, gross negligence or willful misconduct of Urovant in connection with this Agreement; except, in each case, to the extent that such Losses (or part thereof) results from a Claim that is an indemnifiable event pursuant to [Section 12.1], in which case Urovant shall indemnify the Sunovion Indemnitees for such Losses (or part thereof) in accordance with [Section 12.1].

Termination by Sunovion. In the event of a Change of Control of Urovant, Sunovion may terminate this Agreement upon ten (10) days prior written notice to Urovant (or its successor).

EXCEPT WITH REGARD TO LOSSES ARISING FROM SUNOVION’S # OBLIGATIONS UNDER SECTION 12.1 (INDEMNIFICATION BY SUNOVION), # GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND # FRAUD, # FAILURE TO COMPLY WITH APPLICABLE LAW, AND # BREACH OF OBLIGATIONS UNDER ARTICLE 9, [* * *].

Indemnification by Sunovion. Subject to [Section 12.4.3], Sunovion agrees to indemnify, defend and hold Urovant, its Affiliates, and its and their respective officers, directors, employees, subcontractors, and agents (collectively, the “Urovant Indemnitees”) harmless from and against any and all Losses resulting from any Claims by a Third Party to the extent such Claim results from, arises from or out of, relates to, is in the nature of, or is caused by # a breach of any representation, warranty or covenant of Sunovion set forth in this Agreement, # negligence, gross negligence or willful misconduct of Sunovion in connection with Sunovion’s performance of its obligations set forth in this Agreement, and # failure to comply with Applicable Laws by Sunovion; except, in each case (clauses (a) and (b)), to the extent that such Losses (or part thereof) results from a Claim that is an indemnifiable event pursuant to [Section 12.2], in which case Urovant shall indemnify the Sunovion Indemnitees for such Losses (or part thereof) in accordance with [Section 12.2].

Sunovion Reporting Obligations. Sunovion shall provide the reports set forth on Exhibit G (the “Sunovion Reports”) to Urovant at the frequency that corresponds to each such report.