EXCEPT WITH REGARD TO A PARTY’S # OBLIGATIONS UNDER SECTION 12.1 (INDEMNIFICATION BY SUNOVION) AND SECTION 12.2 (INDEMNIFICATION BY UROVANT), # GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, # FRAUD, # FAILURE TO COMPLY WITH APPLICABLE LAW, AND # BREACH OF OBLIGATIONS UNDER ARTICLE 9, IN NO EVENT SHALL A PARTY BE LIABLE FOR LOSSES TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, LOST PROFITS, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, AND SPECIAL DAMAGES.

Urovant England ceases to own one hundred percent (100%) of the Equity Interests of each of Urovant USA and Urovant Switzerland. Notwithstanding the foregoing, the merger of a Loan Party into Parent, Urovant England, Urovant Switzerland or Urovant USA shall not constitute a Change in Control.

Indemnification by NOF. NOF shall indemnify, defend, and hold Apellis and its Affiliates and their directors, officers, and employees harmless from and against any and all damages, judgments, claims, suits, actions, costs and expenses (including reasonable attorneys’ fees) (collectively, “Liabilities”) arising out of any Third Party claim to the extent resulting from # NOF’s breach of this Agreement, including the Quality Agreement; # any inability to process or release the Drug Substance or Drug Product due to NOF’s failure to comply with applicable Laws; or # the grossly negligent acts or omissions or willful misconduct of NOF or any of its directors, officers, employees, subcontractors or agents in NOF’s performance of this Agreement.

Indemnification by Apellis. Apellis shall indemnify, defend and hold NOF and its Affiliates and their directors, officers, and employees harmless from and against all Liabilities arising out of any Third Party claim to the extent resulting from # Apellis's breach of this Agreement including any of its warranties or representations hereunder; # the use of SUNBRIGHT ​ or the manufacture, sale, transfer or other disposition of the Drug Product by Apellis; or # the grossly negligent acts or omissions or willful misconduct of Apellis or any of its directors, officers, employees, subcontractors or agents in Apellis’s performance of this Agreement.

Indemnification by Borrowers. Borrowers shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority; provided that Borrowers shall not be obligated to compensate any Recipient pursuant to this Section in respect of penalties, interest or other liabilities attributable to any Indemnified Taxes, if such penalties, interest and other liabilities result solely from the gross negligence or willful misconduct of such Lender, the Agent or their Affiliates. A certificate as to the amount of such payment or liability delivered to Borrower Representative by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Indemnification by Borrower. Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

Indemnification by Bioeq. Subject to Section 13.4, Bioeq agrees to indemnify and hold Licensee harmless from and against all claims, suits, actions, proceedings brought by a Third Party (collectively Claims) for damages, loss or liability, costs or expenses (including reasonable attorney’s fees, settlement payments or third party royalties) (collectively Losses) to the extent arising out of or related to:

Indemnification by Licensee. Subject to Section 13.4 (and notwithstanding any other indemnification obligation assumed by Licensee under this Agreement), Licensee agrees to indemnify and hold Bioeq harmless from and against all Claims for Losses to the extent arising out of or related to:

Indemnification by Caribou. Caribou will indemnify [[Intellia:Organization]], its Affiliates and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, “[[Intellia:Organization]] Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: # the breach by Caribou of any term of this Agreement; # any gross negligence or willful misconduct on the part of Caribou; or # the Development, Manufacture or Commercialization by or under the authority of Caribou (not including by or under the authority of [[Intellia:Organization]]) or any of its Affiliates or Sublicensees of products in the Caribou Field or other exercise of the licenses or other rights granted hereunder by or under the authority of Caribou (not including by or under the authority of [[Intellia:Organization]]), except in each case for those Losses attributable to a cause or event for which [[Intellia:Organization]] has an obligation to indemnify Caribou pursuant to Section 6.6(a), as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses; provided, however, that Caribou will not be obligated to indemnify [[Intellia:Organization]] Indemnitees for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of an [[Intellia:Organization]] Indemnitee.

Indemnification by Relief. Relief hereby agrees to defend, hold harmless and indemnify each of Acer, its Affiliates and their agents, shareholders, directors, officers, employees and consultants and successors and assigns of any of the foregoing (the “Acer Indemnitees”) from and against any and all liabilities, expenses and losses, including reasonable legal expenses and attorneys’ fees (collectively “Losses”), incurred by any Acer Indemnitee as a result of any suits, claims, actions and demands brought by a Third Party (each, a “Third Party Claim”) arising directly or indirectly out of # any breach of any representations, warranties, covenants or agreements by Relief under this Agreement (including a breach of the BCM License), # the negligence or willful misconduct of any Relief Indemnitee or # the research, Development, manufacture, use, handling, storage, Commercialization or other disposition of Product by Relief or any of its Affiliates, or any of their respective licensees, assignees or successors. Relief’s obligation to indemnify the Acer Indemnitees pursuant to the foregoing sentence will not apply to the extent that any such Losses arise from any activities set forth in Section 7.2 for which Acer is obligated to indemnify Relief Indemnitees under Section 7.2. Furthermore, Relief hereby agrees to indemnify the HHMI Indemnitees (as defined in the BCM License) by counsel reasonably acceptable to HHMI (as defined in the BCM License) and to hold the HHMI Indemnitees harmless from and against any HHMI Claims (as defined in the BCM License) based upon arising out of or otherwise relating to the BCM License or this Agreement, including any cause of action relating to product liability, or the use, handling, storage or disposition of Product and Acer Technology by Relief or others who possess Product and Acer Technology through a chain of possession leading back, directly or indirectly, to Relief. The previous sentence will not apply to any HHMI Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. Relief further agrees not to settle any HHMI Claim against an HHMI Indemnitee without HHMI's written consent where # such settlement would include any admission of liability on the part of any HHMI Indemnitee, # such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities or # such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the subject matter of the settled claim.