No Indemnification Claims. Seller has not given any notice to the Licensee or its Affiliates regarding any claims for indemnification under [Section 8.4] of the License Agreement.

No Claims. Each party represents that it has not filed any Claim against the other Party with any state, federal or local agency or court; provided, however, that nothing in this Agreement shall be construed to prohibit Executive from filing a Claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”) or participating in any investigation or proceeding conducted by the EEOC.

No Claims. Employee expressly waives all rights afforded by any statute, law or regulation that limits the effect of a release with respect to unknown claims. Employee understands the significance of Employee’s release of unknown claims and waiver of statutory protection against a release of unknown claims.

A party (the “Indemnified Party”) entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any third party claim or other claim which the Indemnified Party believes gives rise to a claim for indemnity against the Indemnifying Party hereunder. Notwithstanding the foregoing, the failure of an Indemnified Party to promptly provide an Indemnity Notice shall not constitute a waiver by the Indemnified Party to any right to indemnification or otherwise relieve such Indemnifying Party from any liability hereunder unless and only to the extent that the Indemnifying Party is materially prejudiced as a result thereof, and in any event shall not relieve such Indemnifying Party from any liability which it may have otherwise than on account of this Article VII. With respect to third party claims, the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that no settlement by the Indemnifying Party of such a claim will be binding on the Indemnified Party for purposes of the indemnification provisions hereof without the prior written consent of such Indemnified Party to such settlement, which consent may not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth in this Section 7.3, no settlement or other compromise or ​=​

No Claims. There are no claims, judgments or settlements against Aduro pending, ​, threatened that invalidate or seek to invalidate the Aduro Patent Rights. ​, use of the Aduro Know-How and Aduro Patent Rights by Lilly in accordance with the terms of this Agreement, including Lilly’s further Research, Development, Manufacturing or Commercialization of Products, will not infringe on the rights of any Third Party, including any Third Party intellectual property rights.

No Indemnification Claims. The Seller has not notified Janssen or any other Person of, or otherwise made, any claims for indemnification under the License Agreement nor has the Seller received any claims for indemnification under the License Agreement, whether pursuant to Article 12 thereof or otherwise.

Indemnification Claims. An Indemnitee seeking indemnification hereunder shall make claims for indemnification by giving written notice thereof to the Representative promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the Indemnitee shall also give written notice thereof to the Representative promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Stockholders from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by a third party. Within twenty (20) days after receiving such notice the Representative shall give written notice to the Indemnitee stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the Representative fails to give notice that it disputes an indemnification claim within twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The Representative shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the Indemnitee, which consent shall not be unreasonably withheld) as long as the Representative is conducting a good faith and diligent defense. The Indemnitee shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability, directly or through counsel; provided, however, that if the named parties to the Legal Proceeding include both the Representative and the Indemnitee and the Indemnitee is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnitee may engage separate counsel at its own expense. If no such notice of intent to dispute and defend a third party claim or liability is given by the Representative, or if such good faith and diligent defense is not being or ceases to be conducted by the Representative, the Indemnitee shall have the right, at the expense of the Representative, to undertake the defense of such claim or liability (with counsel selected by the Representative), and to compromise or settle it, with consent of the Representative, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by the Representative, then the Indemnitee shall make available such information and assistance as the Representative may reasonably request and shall cooperate with the Representative in such defense, at the expense of the Indemnifying Stockholders.

A person entitled to indemnification under [Section 16.1 or 16.2]2] (an “Indemnified Party”) shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party.

NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT # IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND # IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST THE LENDER IN CONNECTION WITH THE LOANS OR THE COLLATERAL.

No Indemnification Claims. Seller has not given any notice to GSK regarding any claims for indemnification under [Section 8.4] of the GSK Agreement, to the extent related to or involving Zolgensma.