Indemnity. The Loan Parties, jointly and severally, shall indemnify the Administrative Agent, each Arranger, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of # the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, # the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, # any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, # the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by such Loan Party for Taxes pursuant to [Section 2.17], or # any actual or prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses # are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from # the gross negligence or willful misconduct of such Indemnitee or # a material breach in bad faith of such Indemnitee’s express obligations hereunder or under any other Loan Document or # have not resulted from an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than against any Arranger or the Administrative Agent in their capacities as such). This [Section 9.03(c)] shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

During the Term, Landlord shall maintain in full force a policy or policies of standard multi-peril insurance covering the Building and other improvements (exclusive of Tenant’s trade fixtures, tenant improvements and other property) situated on the Property for the perils of fire, lightning, windstorm and other perils commonly covered in such policies. Additionally, the perils of earthquake, landslide, flood, and/or other perils may be covered at the election of Landlord. During the Term, Landlord shall maintain in full force a comprehensive liability insurance policy in amounts considered appropriate by Landlord insuring Landlord against liability for bodily injury and property damage occurring in, on or about the Property. Landlord shall use its reasonable efforts to secure said insurance at competitive rates.

Insurance; Indemnity. Tenant shall cause the insurance policies required to be maintained pursuant to Article 14 above to cover Claims arising from or in connection with dogs brought into the Premises, the Project or the Parking Facility by Tenant Parties, and Tenant shall provide Landlord with satisfactory evidence of such coverage within one (1) Business Day after request. Without limiting the provisions of Section 16,2 above, Tenant hereby agrees to protect, defend, indemnify and hold Landlord and the other Indemnitees, and each of them, harmless from and against any and all third p; Claims arising from or connected in any way with dogs brought into the Premises, the Project or the Parking Facility by Tenant Parties (except, with respect to any Indemnitee, to the extent caused by gross negligence or willful misconduct of such Indemnitee), including # all foreseeable and unforeseeable consequential damages, # any violation of Applicable Laws, and # any personal injuries or property damage. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

INDEMNITY AND INSURANCE. Except to the extent caused by Sublandlord’s negligence or willful misconduct (but subject to Section 25 hereof), Subtenant shall indemnify, defend and hold harmless Sublandlord, its agents and employees from and against any and all liability (statutory or otherwise), claims, suits, demands, judgments, costs, interest and expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to # Subtenant's use of the Premises or conduct of business therein, # any work or thing whatsoever done, or any condition created (other than by Sublandlord, its employees, agents or contractors) by or on behalf of Subtenant in or about the Premises, including during the period of time, if any, prior to the term commencement date, that Subtenant may have been given access to the Premises for the purpose of doing any work or making any installations, # any condition of the Premises due to or resulting from any default by Subtenant in the performance of Subtenant's obligations under this Sublease, or # any act, omission or negligence of Subtenant or its agents, contractors, employees, subtenants, licensees or invitees in or about the Building. In case any action or proceeding is brought against Sublandlord by reason of any one or more thereof, Subtenant shall pay all reasonable costs, attorneys' fees, expenses and liabilities resulting therefrom and shall resist such action or proceeding if Sublandlord shall so request, at Subtenant's expense, by counsel reasonably satisfactory to Sublandlord.

To the maximum extent this agreement may be made effective according to law, Tenant shall indemnify and save harmless Landlord (together with its officers, directors, stockholders, partners, beneficial owners, trustees, managers, members, employees, agents, contractors, attorneys, and mortgagees) from and against all claims of whatever nature arising from: # any act, omission or negligence of Tenant, or Tenant’s contractors, licensees, invitees, agents, servants or employees (“Tenant’s Agents”), or any default or failure to perform an obligation by Tenant hereunder; or # any accident, injury, damage or loss whatsoever caused to any person or property during the Term, and thereafter, so long as Tenant is in occupancy of any part of the Premises, and occurring in the Premises, or arising out of the use

During the performance of completion of any punch list items pursuant to Section 6.5(d), the applicable Seller shall maintain, and shall cause its contractors to maintain, # workers’ compensation insurance with coverage limits of not less than the minimum required by applicable law for bodily injury by accident or disease, and # commercial general and automobile liability coverage with respect to claims, losses and liabilities which may result directly or indirectly from the performance or nonperformance of the completion of such punch list items, whether such performance or nonperformance is by a contractor, subcontractor, or their employees, agents or assignees with limits not less than those customarily carried by prudent contractors for similar work. Each such policy of insurance shall # (except the workers’ compensation policy) name Purchaser and the applicable Company as an additional insured by endorsement, # state by endorsement that such policy or policies and the coverage evidenced thereby are primary and Purchaser’s and the applicable Company’s insurance is excess and noncontributing with respect to such primary coverage, and # be issued by a credit worthy company authorized to do business in the state in which the applicable Property is located. Upon request by Purchaser, each Seller shall provide to Purchaser certificates of insurance and the foregoing endorsements reasonably acceptable to Purchaser.

Each Party shall notify the other of any claim, lawsuit or other proceeding related to the Subject Technology and PATENT RIGHTS. LICENSEE agrees that it will defend, indemnify and hold harmless BCM, its faculty members, scientists, researchers, employees, students, officers, trustees and agents and each of them (the “Indemnified Parties”), from and against any and all claims, causes of action, lawsuits or other proceedings (the “BCM Claims”) filed or otherwise instituted against any of the Indemnified Parties RESULTING FROM THE EXERCISE BY LICENSEE OR A SUBLICENSEE OF THE RIGHTS AND LICENSES GRANTED TO LICENSEE UNDER THIS AGREEMENT even though such BCM Claims and the costs (including, but not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense) related thereto result in whole or in part from the negligence of any of the Indemnified Parties or are based upon doctrines of strict liability or product liability; provided, however, that such indemnity shall not apply to any BCM Claims arising from the gross negligence or intentional misconduct of any Indemnified Party. LICENSEE will also assume responsibility for all costs and expenses related to such BCM Claims for which it is obligated to indemnify the Indemnified Parties pursuant to this Paragraph 16.1, including, but not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense

Each Party shall notify the other of any claim, lawsuit or other proceeding related to the Subject Technology and PATENT RIGHTS. LICENSEE agrees that it will defend, indemnify and hold harmless BCM, its faculty members, scientists, researchers, employees, students, officers, trustees and agents and each of them (the “Indemnified Parties”), from and against any and all claims, causes of action, lawsuits or other proceedings (the “BCM Claims”) filed or otherwise instituted against any of the Indemnified Parties RESULTING FROM THE EXERCISE BY LICENSEE OR A SUBLICENSEE OF THE RIGHTS AND LICENSES GRANTED TO LICENSEE UNDER THIS AGREEMENT even though such BCM Claims and the costs (including, but not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense) related thereto result in whole or in part from the negligence of any of the Indemnified Parties or are based upon doctrines of strict liability or product liability; provided, however, that such indemnity shall not apply to any BCM Claims arising from the gross negligence or intentional misconduct of any Indemnified Party. LICENSEE will also assume responsibility for all costs and expenses related to such BCM Claims for which it is obligated to indemnify the Indemnified Parties pursuant to this Paragraph 16.1, including, but not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense

Dynavax shall indemnify and hold Customer harmless from all losses, liabilities, damages and expense, including reasonable attorneys’ fees and costs (collectively, “Losses”), incurred as a result of any claim, demand, action or other proceeding by a third party (a “Claim”) to the extent caused by # the negligence or wilful misconduct of Dynavax, # any breach by Dynavax of its covenants, representations, warranties or other obligations hereunder, or # the infringement of the Intellectual Property Rights of a third party arising from Dynavax’s manufacture of Goods hereunder or the use, sale, offer for sale or import of the Goods by Customer or on its behalf as a component of the Customer Product; in each case [(i), (ii) and (iii) above], other than to the extent Customer is obligated to indemnify Dynavax under [Section 8.1(b)] below.

Indemnity Net of Insurance. The amount of any Damages for which an indemnified Party is entitled to indemnity under this Article 10 shall be reduced by the amount of insurance or indemnification proceeds realized by the indemnified Party or its Affiliates with respect to such Damages (net of any collection costs, and excluding the proceeds of any insurance policy issued or underwritten, or indemnity granted, by the indemnified Party or its Affiliates).