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].

Upon written notice to Sunovion, Urovant may terminate this Agreement if Sunovion has failed [* * *]; provided that prior to any such termination by Urovant, the Parties will cooperate in good faith to identify and negotiate in good faith the execution of alternative services that may be provided to Urovant by Sunovion in lieu of such termination; provided further that if Sunovion fulfils all of its obligations pursuant to [Section 4.2.1] before Urovant terminates this Agreement pursuant to this [Section 14.5.1], then Urovant shall no longer have the right to terminate this Agreement pursuant to this [Section 14.5.1].

Urovant Insurance. Urovant 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 # product liability insurance including contractual liability for all products and completed operations and any work supplied pursuant to the terms and conditions of this Agreement, [* * *] on a per occurrence and aggregate basis, and # add Sunovion as an additional insured to all of the above stated policies.

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

Urovant Insurance. Urovant 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 not less than $2,000,000 on a per occurrence and aggregate basis, and # product liability insurance including contractual liability for all products and completed operations and any work supplied pursuant to the terms and conditions of this Agreement, not less than $10,000,000 on a per occurrence and aggregate basis, and # add Sunovion as an additional insured to all of the above stated policies.

Urovant Reporting Obligations. Urovant shall: # submit a report to Sunovion: # within thirty (30) days after the end of each calendar year describing the projected annual sales volume for the Products for the current calendar year, # within one hundred twenty (120) days prior to launch of a Product describing the volume requirements for such launch, and # within sixty (60) days prior to launch of a Product describing the volume requirements for a safety stock of such Product, # within a reasonable period of time, provide to Sunovion any report or Product-related information that is reasonably requested by Sunovion or reasonably necessary for Sunovion to perform the Services, # provide Sunovion with copies of all submissions to any regulatory authority that are reasonably requested by Sunovion or are reasonably necessary for Sunovion to perform the Services, and # on a quarterly basis, prepare in good faith a forecast that projects sales demand for the Products for the following twelve (12) month period to enable Sunovion to adequately prepare for performance of the Services.

In connection with the Contracting Services, Urovant shall: # provide un-redacted copies of each Urovant Market Access Contract, Urovant Government Contract and Urovant GPO/IDN Contract entered into by Urovant to Sunovion to the extent not already provided, provided that Sunovion shall not use such Urovant Market Access Contracts, Urovant Government Contracts or Urovant GPO/IDN Contracts for any purpose other than in furtherance of Sunovion’s obligations under this Agreement, and # identify a Urovant employee to be a dedicated liaison that will communicate with Sunovion from time to time as reasonably requested by Sunovion to complete the Contracting Services.

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

Termination by Urovant. Urovant may terminate this Agreement for any reason or no reason at all upon [* * *] prior written notice to Sunovion.

Indemnification by Urovant. Urovant agrees to indemnify, defend and hold Sunovion, its Affiliates, and its and their respective officers, directors, employees, subcontractors and 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 # any use of the Product, including, but not limited to, death of, or bodily injury to, and/or emotional damage to, any Person on account of the use of the Product, including but not limited to, claims of negligence, claims of design defect, warning defect, or manufacturing defect, claims of implied warranty or express warranty, or any other theory or combination of theories, # any recall, quarantine, warning or withdrawal of the Product, # use of Materials approved in advance by Urovant, # the failure to comply with Applicable Laws by Urovant or the Targets, # 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 (clauses [(a) through (f)]), 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 Sunovion shall indemnify the Urovant Indemnitees for such Losses (or part thereof) in accordance with [Section 12.1].