Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Company and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Company Indemnitee”) from and against any and all Losses to which any Company Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: # the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement; or # the negligence, gross negligence or willful misconduct of Takeda or its Affiliate or its licensee (other than Company or its Affiliate), or any officer, director, employee, agent or representative thereof with respect to the Bulk Drug Product supplied to Company pursuant to this Agreement; except, with respect to each of [subsections (i) through (ii)] above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Company Indemnitee or the breach by Company of any warranty, representation, covenant or agreement made by Company in this Agreement, or are subject to Company’s indemnification obligations pursuant to Section 15(A).

. During the period commencing on the Closing Date and ending on ​ (the “Disclosure Period”), on at least a ​ Takeda shall promptly and fully disclose to Ovid in writing any material developments regarding the Development of the Products in the Field. Takeda shall reasonably cooperate with Ovid in responding to Ovid’s reasonable inquiries in connection with any such disclosure, to the extent reasonably necessary for Ovid to comply with its SEC reporting obligations. Additionally, during the Disclosure Period, Takeda shall notify Ovid prior to making any public announcement regarding the Products that would reasonably be likely to impact the timing of a Milestone Payment under [Section 7.1(b)(i) through (iv)], including the issuance of a clinical hold or the announcement of negative clinical data.

19 Article 6 – TRADEMARKS

Takeda Background IP; Takeda Arising IP. As between the Parties, Takeda shall have the sole and exclusive right, but not the obligation, to initiate and manage any Action anywhere in the world relating to any Third Party Infringement of the Takeda Background IP and Takeda Arising IP at its sole expense.

Takeda Background IP. As between the Parties, Takeda owns and Controls all right, title and interest in and to all Intellectual Property that is owned or Controlled by Takeda as of the Effective Date or generated or acquired outside the scope of this Agreement (“Takeda Background IP”).

Takeda Technology Transfer. Takeda shall make available to Poseida […​…], the Takeda Background IP and any other information or materials Controlled by Takeda or any of its Affiliates that in each case is necessary for Poseida to conduct its activities under the Research Plan. Takeda shall make its relevant scientific and technical personnel reasonably available to answer any questions or provide instructions as reasonably requested by Poseida concerning the use and understanding of the items delivered pursuant to this [Section 3.2(c)].

. Takeda hereby agrees to defend, indemnify and hold harmless Ovid and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, an “Ovid Indemnitee”) from and against any and all Losses to which any Ovid Indemnitee may become subject as a result of any Claim to the extent such Claim alleges Losses arising directly or indirectly out of # the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement or any Ancillary Agreement, # the Exploitation, Development, Manufacture, or Commercialization of Products by Takeda, its Affiliates and their respective (sub)licensees on or after the Closing Date, or # the willful misconduct or grossly negligent acts of any Takeda Indemnitee; except to the extent such Losses arise directly or indirectly from a breach by Ovid described in Section 14.1.

Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Company and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Company Indemnitee”) from and against any and all Losses to which any Company Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: # the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement; or # the negligence, gross negligence or willful misconduct of Takeda or its Affiliate or its licensee (other than Company or its Affiliate), or any officer, director, employee, agent or representative thereof with respect to the Bulk Drug Product supplied to Company pursuant to this Agreement; except, with respect to each of [subsections (i) through (ii)] above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Company Indemnitee or the breach by Company of any warranty, representation, covenant or agreement made by Company in this Agreement, or are subject to Company’s indemnification obligations pursuant to Section 15(A).

Takeda Research Results. All Research Results that are related to the Takeda-Proposed […​…] 19 and not an Arcturus […​…] 20 (the “Takeda Research Results”) shall be owned solely by Takeda. Arcturus shall treat the Takeda Research Results as the

Takeda shall indemnify, defend and hold harmless Poseida and its Affiliates and its and their directors, officers, employees, and agents (each, a “Poseida Indemnitee”) from and against any and all Losses of any Poseida Indemnitee as a result of any Third Party Claim to the extent such Losses arise out of: # the performance of the Research Activities by Takeda or its Related Parties, # the Exploitation of the Licensed Products by Takeda or its Related Parties, # the gross negligence or willful misconduct of any Takeda Indemnitee, or # the breach by Takeda of any warranty, representation or covenant of Takeda in this Agreement; except, in each case, to the extent such Losses arise out of any activities for which Poseida is obligated to indemnify any Takeda Indemnitee under [Section 11.1].