Licensee shall, and shall require its Sublicensees to, defend, indemnify and hold Institutions and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Institutions Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to # this Agreement including # the development, testing, use, manufacture, promotion, sale or other disposition of any Product (including any product liability claim), # any enforcement action or suit brought by Licensee against a Third Party for infringement of Institutions Patent Rights, # any claim by a Third Party that ​ the design, composition, manufacture, use, sale or other disposition of any Product, infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such Third Party, # any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees and # Licensee’s gross negligence or willful misconduct, provided that Licensee’s obligations pursuant to this [Section 7.1] shall not apply to the extent such claims or suits result from the gross negligence or willful misconduct of any of Institutions Indemnitees, in each case as determined by a court of law.

Indemnification by Licensee . Each Licensee does hereby jointly and severally indemnify and hold harmless THL and its respective Affiliates, including, without limitation, their current, future and former respective directors, officers, employees, agents, trustees, and representatives (each, an “Indemnified Party”) from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses), whether incurred in any action or proceeding between the parties hereto, or otherwise, which an Indemnified Party may incur or be obligated to pay in any action, claim or proceeding, for or by reason of any acts, whether of omission or commission, that may be committed by Licensee (which for purposes of this Section 9.1, includes its Affiliates) or any of their servants, agents or employees in connection with Licensee’s performance of this Agreement, including but not limited to:

Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless Ovid, its Affiliates, and licensees and their respective directors, officers, employees, and agents (each, a “Ovid Indemnitee”) from and against any and all Losses to which any Ovid Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party to the extent such Losses arise out of: # the Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Licensee or its Affiliates or Sublicensees or the contractor of any of them, # the negligence or willful misconduct of any Licensee Indemnitee, or # the breach by Licensee of any warranty, representation, covenant, or agreement made by Licensee in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities for which Ovid is obligated to indemnify any Licensee Indemnitee(s) under Section 12.1.

Indemnification by LICENSEE. LICENSEE will indemnify, defend and hold harmless AGTC, each of its Affiliates and each licensor of the ​ Manufacturing Technology, and each of its and its Affiliates’ or such licensor’s employees, officers, directors, trustees and agents and inventors of ​ Manufacturing Technology licensed under the UAB Agreement (each, an “AGTC 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 AGTC Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:

Indemnification by Licensee. Licensee shall defend, indemnify and hold Institute and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Institute Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims and suits related to # this Agreement or any Sublicense, including # the development, testing, use, manufacture, promotion, sale or other disposition of any Licensed Product (including any product liability claim), excluding any activities relating to Autologous CTL Products prior to the exercise of the Option, or following reversion to Institute pursuant to Section 7.3 and/or Section 9.6, # any enforcement action or suit brought by Licensee against a Third Party for infringement of the Patent Rights, # any claim by a Third Party that the practice of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such Third Party, # any breach of this Agreement or Laws by Licensee, its Affiliates or Sublicensees and # Licensee’s negligence, omissions or willful misconduct, provided that Licensee’s obligations pursuant to this Section 15.1 shall not apply to the extent such claims or suits result from the negligence, gross negligence or willful misconduct of any Institute Indemnitees as determined by a court of law.

Indemnification by the Licensee. The Licensee agrees to indemnify and hold UABRF, the Other Owners, and their Representatives harmless from and against any and all claims, demands, losses, costs, expenses, deficiencies, liabilities or causes of action of any kind or nature (including, without limitation, reasonable attorneys' fees and other costs and expenses of defense) based upon, arising out of or otherwise relating to:

Indemnification by the Licensee. The Licensee does hereby indemnify and hold harmless CKI, its Affiliates, including, without limitation, PVH, CKTT, and its and their current and former respective directors, officers, employees, agents, trustees, and representatives, as well as Mr. Calvin Klein, his heirs, his estate and their respective legal representatives (each, an “Indemnified Party”) from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses (including allocable costs of in-house counsel)), whether incurred in any action or proceeding between the parties hereto or otherwise which an Indemnified Party may incur or be obligated to pay in any action, claim or proceeding, for or by reason of any acts, whether of omission or commission, that may be committed by the Licensee in connection with the Licensee’s actions or performance under or related in any way to this Agreement, including but not limited to:

. Licensee will indemnify, defend and hold harmless Relay, its Affiliates, and its and their respective directors, officers, employees, agents, ​, Relay Sublicensees, Third Party Subcontractors, successors and assigns, from and against any and all Losses to the extent arising out of or attributable to any Third Party Claim based upon:

Of Licensee. In addition to information and reports required elsewhere in this Agreement (including Article 3 and Section 7.3), Licensee shall provide Acorda and the JDC Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets ​ and an asterisk*, have been separately filed with the Securities and Exchange Commission.

Of Licensee. Subject to Elan’s rights to review and comment on information, and time-frames given to Elan to exercise such rights under Sections 2.11, 10.1 and 10.22] of the Elan License Agreement, regarding the Commercialization of Licensed Product, Licensee shall update the JCC at each meeting regarding the expected and actual date of First Commercial Sale in each country in the Territory, its significant Commercialization activities involving the Licensed Product, including a written report summarizing such significant Commercialization activities in the Territory, the timing and costs of such activities and a comparison of such timing and costs to the Commercialization budget and timeline included in the Commercialization Plan. Such reports submitted by Licensee shall cover the subject matter at a level of detail reasonably sufficient to enable Acorda to determine Licensee’s compliance with its diligence obligations pursuant to this Article 7. Acorda shall have the opportunity to seek further explanation or clarification of matters covered in such reports and to provide observations and suggestions to Licensee regarding the subject matter thereof and Licensee shall Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets ​ and an asterisk*, have been separately filed with the Securities and Exchange Commission.