Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

Indemnification by LICENSOR. The LICENSOR agrees to indemnify, hold harmless and defend IMMEDICA, its Affiliates and Sublicensees and their respective officers, directors, employees, contractors, agents and assigns (collectively the “IMMEDICA Indemnitees”), from and against any Claims arising or resulting from # the Development of a Product, including the performance of any Clinical Studies, by the LICENSOR, its Affiliates, or their respective subcontractors, # any breach by the LICENSOR of any representation, warranty or covenant as set forth in this Agreement, or # the negligence, recklessness or wrongful intentional acts or omissions of any Licensor Indemnitees; except to the extent in each case # to # such Claims result from the breach of this Agreement by IMMEDICA, or the negligence, recklessness or wrongful intentional acts or omissions of any IMMEDICA Indemnitees.

Indemnification by Licensor. Licensor agrees to indemnify, hold harmless and defend PLUS and its respective officers, directors, employees, contractors, agents and assigns (each, a “PLUS Indemnitee”), from and against any Claims arising or resulting from: # any bodily injury or death resulting from any actual or alleged actions or omissions of Licensor or its respective officers, directors, employees, contractors, agents and assigns with respect to any medical malpractice or negligence of Licensor’s practice of the Licensed Patents that arose on or prior to the Effective Date, # any actual violation by Licensor of Applicable Laws or any development of the Licensed Products or Licensed Patents on or prior to the Effective Date, or # any breach by Licensor of any representation, warranty or covenant as set forth in this Agreement.

By Licensor. Licensor shall have the right to terminate this Agreement upon ​ written notice to Licensee, referring to this Section 12.2 (b) (i), in the event of non-payment by Licensee of ​ during a calendar year; # in the event Licensee challenges any of the Licensed Patents, including by alleging before a competent Court the invalidity of the Licensed Patents or by initiating any interference with respect thereto, provided that any such challenge is not terminated with prejudice within ​; # in the event ​.

Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of the Field, or any part of the Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of the Field, or any part of the Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

By Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its affiliates, directors, officers, shareholders, employees, representatives and agents from and against any and all claims, judgments, liabilities, damages, penalties, losses or expenses (including, without limitation, amounts paid in settlement, attorney’s fees, court costs and other legal expenses) arising out of or relating solely to a third-party claim that the use by Licensee of the Licensed Property in strict accordance with the terms of this Agreement violates the rights of such third party.

By Licensor. Licensor represents and warrants to Licensee that it has the full right, power and authority to grant the rights herein granted to Licensee, including the right to license the Licensed Property in the Licensed Territory. Except as expressly set forth herein, Licensor makes no representations or warranties as to the Licensed Property.

Termination by Licensor. Licensor may immediately terminate this Agreement by giving a written notice of termination to Licensee if any of the following events occurs: